Shareholder records for a Massachusetts corporation
M.G.L. c. 156D §§ 16.01-16.04 govern shareholder records and inspection rights in Massachusetts. Massachusetts uses the MBCA two-tier inspection structure, with a distinctive 5%/3-day rule for obtaining shareholder lists before meetings.
| M.G.L. c. 156D § 16.01 | Corporate records, including shareholder record |
|---|---|
| M.G.L. c. 156D § 16.02 | Inspection of records by shareholders |
| M.G.L. c. 156D § 16.04 | 5% rule for shareholder list |
| M.G.L. c. 156D § 7.20 | Shareholders list for meeting |
| M.G.L. c. 156D § 16.05 | Court order compelling inspection |
- M.G.L. c. 156D § 16.01 requires every Massachusetts corporation to maintain a record of shareholders
- Two-tier inspection under § 16.02, basic records freely accessible, sensitive records require proper purpose
- Section 16.04 grants 5% holders the right to obtain a shareholder list on three days' written notice before any meeting
- Records may be in any form provided convertible to written form on demand
- Section 16.05 enables court-ordered inspection where corporation refuses
Massachusetts's shareholder record
Section 16.01 of the Massachusetts Business Corporation Act requires every Massachusetts corporation to maintain corporate records, including a 'record of shareholders' showing:
- The names and addresses of all shareholders
- The number, class, and series of shares held by each
- The dates of issuance and transfer
The record may be in any form provided it can be converted to clearly legible written form within a reasonable time. Massachusetts adopted the MBCA framework in 2003; the shareholder records provisions mirror Washington (RCW 23B.16.010) and Florida (FBCA § 607.1601).
Two-tier inspection (§ 16.02)
Massachusetts uses the standard MBCA two-tier structure:
Tier 1. Basic records (articles, bylaws, recent meeting minutes, recent communications, current officers/directors, recent annual report) accessible on five business days' notice without showing purpose.
Tier 2. Sensitive records (accounting, board minutes, underlying shareholder record) require (i) good-faith demand for a proper purpose, (ii) description with reasonable particularity, (iii) records directly connected to the stated purpose.
Massachusetts's distinctive 5% rule (§ 16.04)
One unique feature of Massachusetts law: M.G.L. c. 156D § 16.04 grants shareholders holding at least 5% of any class of outstanding shares the right to obtain a complete shareholder list before any meeting on three days' written notice. The list must show name, address, and number of shares held by each shareholder.
This is distinct from the general two-tier inspection right under § 16.02 (which requires proper purpose for the shareholder list). The § 16.04 right is specifically tied to meetings and to substantial holders, it enables proxy contests and similar shareholder communication efforts without requiring a separate proper-purpose showing.
Meeting shareholder list (§ 7.20)
Section 7.20 requires the corporation to prepare a list of shareholders entitled to vote at each meeting, available for inspection beginning two business days after notice of the meeting. The list shows name, address, and number of shares held. The list is available at the principal office or another place identified in the notice. This is the standard meeting list available to all shareholders regardless of holding percentage.
Octelligence keeps the share register up to date as issuances, transfers, and conversions happen. Certificates and cap tables are generated from the register, not maintained alongside it. The activity log records every change.
See Digital Corporate RecordsLive register, share certificates tied to register entries, cap table built from the register itself.