Stock register for a Washington corporation

Washington's shareholder record (RCW 23B.16.010)

Section 23B.16.010 of the Washington Business Corporation Act requires every Washington corporation to maintain, among other records, a 'record of its shareholders' showing:

• The names and addresses of all shareholders
• The number, class, and series of shares held by each
• The dates of issuance, transfer, and any other relevant transactions affecting the shares

Records may be in any form (paper, electronic, hybrid) provided they can be converted to clearly legible written form within a reasonable time. Washington does not require records to be kept at any specific location, in or out of Washington.

Two-tier inspection under RCW 23B.16.020

Washington uses the same MBCA two-tier inspection structure as Florida and Massachusetts:

Tier 1, basic records accessible without showing purpose. Articles, bylaws, board resolutions on share classes, minutes of shareholder meetings for the past three years, written communications to shareholders for the past three years, list of current directors and officers, most recent annual report. Five business days' written notice required.

Tier 2, sensitive records require proper purpose. Accounting records, minutes of board meetings, the underlying shareholder record. Inspection requires (i) good-faith demand for a proper purpose, (ii) description with reasonable particularity, (iii) records directly connected to the stated purpose.

Meeting shareholder list (RCW 23B.07.200)

Beginning two business days after notice of meeting is given, the corporation must prepare a complete list of the shareholders entitled to vote at the meeting. The list must show:

• The name of each shareholder entitled to vote
• The address of each such shareholder
• The number of shares held by each

The list is available for inspection by any shareholder at the principal office or another reasonable location designated in the notice. The right of inspection continues through the meeting itself.

Court-ordered inspection (RCW 23B.16.040)

Where the corporation refuses a valid inspection demand under RCW 23B.16.020, the shareholder may apply to the superior court for an order compelling production. The court may also award attorney's fees and other relief. The court considers whether the threshold requirements (Tier 1 or Tier 2) and proper purpose (for Tier 2) are met before ordering production.