Nonprofit Corporation Member Books and Records Inspection in Delaware
At a glance
| Eligible member and corporation | Member of a Delaware nonprofit nonstock corporation; § 114(a) treats stockholder references as member references (§§ 114(a), 220(b)(1),(5)) |
|---|---|
| Routine records | No unconditional member tier; § 220(b)(2) applies good-faith proper-purpose conditions to books and records |
| Purpose-conditioned records | Defined books and records include charter/bylaws, recent member actions and communications, board records/materials, and 3 years of annual financial statements; member list/ledger also covered (§ 220(a)(1),(b)(1)–(2)) |
| Demand form and notice | Written demand under oath, directed to Delaware registered office or principal business, identifying purpose and records with reasonable particularity; agent attaches authority (§ 220(b)(2),(5)–(7)) |
| Purpose, tenure, and connection | Good faith and proper purpose reasonably related to membership; records sought must be specifically related to purpose (§ 220(a)(2),(b)(2)) |
| Place, representatives, and delivery | Inspect during usual business hours in person or by attorney/agent; may make copies/extracts; subsidiary access subject to possession/control tests (§ 220(b)(1),(6)) |
| Copies, conversion, and cost | Member may make copies/extracts; court-ordered member list may require advance payment of reasonable furnishing cost (§ 220(b)(1),(c)) |
| Member list and confidentiality | Corporation may impose reasonable confidentiality/use/distribution restrictions and redact unrelated portions; list cases shift improper-purpose burden in court (§ 220(b)(3),(c)) |
| Financial statements | Annual financial statements for prior 3 years are defined inspectable books and records on sworn proper-purpose route (§ 220(a)(1)(g),(b)(1)–(2)) |
| Court remedy and special rules | After refusal or 5-business-day silence, Court of Chancery has exclusive entitlement jurisdiction; §§ 220(e)–(g) limit records court may order, with narrow extensions; 2025 act applies to new demands (§ 220(c),(e)–(g); 85 Del. Laws ch. 6 § 3) |
Member demand
Section 114(a) applies relevant Title 8 corporation rules to nonprofit nonstock corporations and reads stockholder references as member references. Under § 220(b), a member must send a written demand under oath to the Delaware registered office or principal place of business. The demand must be in good faith, state a proper purpose reasonably related to membership, describe the purpose and requested records with reasonable particularity, and seek records specifically related to that purpose. An attorney or agent supplies written authority. Inspection occurs during usual business hours, with copies and extracts permitted.
Section 220(a)(1) defines books and records. The listed categories include the charter and current bylaws, recent member minutes, consents and communications, board minutes and materials, and the past three years' annual financial statements. Section 220(b)(1) separately names the ledger and member list and provides conditional subsidiary-record access. The corporation may impose reasonable confidentiality, use, or distribution restrictions and redact portions unrelated to the stated purpose (§ 220(b)(3)).
Court and amended text
After refusal or five business days without a reply, § 220(c) permits a Court of Chancery application. The court has exclusive jurisdiction over entitlement, may order access or a list furnished at reasonable cost, and may set conditions. For books beyond the ledger or list, the member first establishes status, a compliant demand, and proper purpose. In a ledger or list case, once status and demand are shown, the corporation bears the improper-purpose burden. Sections 220(e)–(g) generally confine court production to the defined record classes, with specified functional-equivalent and compelling-need exceptions.
The current § 220 text comes from 85 Del. Laws ch. 6. Section 3 of that act makes it effective on enactment and excludes demands made on or before February 17, 2025, and specified court proceedings already commenced by then. It therefore governs a new demand made now.
Statutes and sources
- § 114(a): “All references to stockholders of the corporation shall be deemed to refer to members of the corporation.” Official code, accessed 2026-10-02.
- § 220(b)(2): “A stockholder may inspect and copy the corporation’s books and records only if all of the following apply” concerning good faith, purpose, and record connection. Official code, accessed 2026-10-02.
- 85 Del. Laws ch. 6, § 3: “Sections 1 and 2 of this Act take effect on the enactment of this Act” with the stated demand and proceeding exceptions. Official act, accessed 2026-10-02.
Source links
Every statute quoted above, linked, with the date we checked it.
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