When may a stockholder apply after a DGCL section 220 demand?

Section 220(c) permits an application after an actual refusal or no reply within five business days after a qualifying stockholder demand. MaD Investors holds that the corporation retains the entire fifth business day until midnight. That response day is not the earliest silence-based filing day.

Responsible actor. The corporation responding to a stockholder demand; the stockholder or authorized representative assessing a Court of Chancery application.

Establish the stockholder’s status and the written under-oath demand. Identify its proper purpose and the particular records sought.

Preserve evidence that the demand was directed to the corporation at its Delaware registered office or principal place of business. Identify the established demand date.

Check beneficial-ownership evidence and written representative authority where required. A defective communication does not establish the statutory demand prerequisites.

Read the corporation’s actual response. A refusal, a substantive reply and a request for more time require different treatment. Do not label every response refusal.

This page explains the corporation’s response period and the stockholder’s application threshold. A date-only output cannot establish silence through midnight, a qualifying demand or an earlier actual refusal. It publishes no computed deadline and no paid calculation.

1. Establish a qualifying section 220(b) demand and operative date.
2. For continuous silence, enumerate five business days after that date using the applicable Delaware holiday facts.
3. Allow the entire fifth business day to expire through midnight. Do not substitute a court-filing office cutoff.
4. Assess any earlier actual refusal independently and establish every remaining statutory application requirement.

Section 220(c) uses business days after the demand. MaD Investors, pages 1 and 11, treats the fifth business day as a full response day. Its July 9, 2020 demand produced a July 16 fifth business day; a complaint that afternoon was premature. A refusal can present a separate route under the statutory text.

Review weekends and Delaware statutory holidays under 1 Del. C. 501. Delaware includes Good Friday and the Friday after Thanksgiving. Do not import a generic federal holiday calendar. This guide does not compute a deadline or infer that a court closure changes the corporate response period.

This page explains the corporation’s response period and the stockholder’s application threshold. A date-only output cannot establish silence through midnight, a qualifying demand or an earlier actual refusal. It publishes no computed deadline and no paid calculation.

Assume a qualifying stockholder demand made October 6, 2026 and no reply or refusal. The independently enumerated business days are October 7, 8, 9, 12 and 13. Columbus Day is not a section 501 Delaware holiday. The corporation retains the entire October 13 response day. Silence-based suit must wait until after midnight ending October 13. This is a procedural explanation, not a calculated filing deadline.

Assume a qualifying demand made November 23, 2026 and continuous silence. November 24 and 25 count. Thanksgiving, the following Friday and the weekend do not count. November 30, December 1 and December 2 complete the five business days. The full December 2 response day must expire before a silence-based application. A court-filing cutoff must not shorten it.

Assume a qualifying October 6 demand followed by an actual refusal on October 8, 2026. Section 220(c) separately addresses refusal. MaD distinguishes refusal from a request for extra response time. Assess the actual refusal and demand requirements. Do not impose the silent-company waiting period mechanically or treat an extension request as an established refusal.

The communication sent October 6, 2026 lacks the required under-oath declaration and beneficial-ownership documents. The assumed demand does not establish compliance with section 220(b). Five elapsed business days cannot cure missing statutory prerequisites. Establish a qualifying demand and its operative date before assessing an application. No automatic date is available.

Current demand requirements

Section 220(b) requires the qualifying demand and proper purpose. Beneficial owners and representatives have additional documentary requirements. Preserve the actual documents and delivery evidence.

Earlier refusal differs from silence

The statute separately addresses refusal. MaD Investors distinguishes a request for additional response time from refusal; assess the actual communication.

Historical amendments

The March 25, 2025 Act preserves demands made on or before February 17, 2025 and identified completed or pending proceedings. Do not apply the amended records framework to grandfathered facts without review.

Director route is separate

Section 220(d) governs director inspection. The stockholder’s subsection (c) five-business-day model does not automatically govern that distinct route.

Relief and record scope

The current statute contains record-scope limits and conditions. Passing a waiting threshold does not guarantee production of every requested record or automatic judgment.

• This page explains the corporation’s response period and the stockholder’s application threshold. A date-only output cannot establish silence through midnight, a qualifying demand or an earlier actual refusal. It publishes no computed deadline and no paid calculation.
• Stockholder inspection, director inspection, voting-list preparation and appraisal procedures involve different actors, events and remedies. Their waiting periods and filing requirements are not interchangeable.

• Preserve the complete demand, declaration, ownership evidence and representative authority.
• Establish the registered-office or principal-place delivery facts and demand date.
• Identify proper purpose and the particular records under the applicable statutory edition.
• Read every corporation response and establish whether an actual refusal occurred.
• For silence, verify five business days and allow the full fifth day through midnight.
• Check current Court of Chancery application requirements separately.
• Do not purchase or retain a computed filing date from this source guide.
• The corporation’s full fifth response day runs until midnight under MaD Investors. That corporate waiting boundary differs from Court of Chancery filing requirements. An eventual application requires its own proper filing, supporting facts and current procedural checks. Expiration does not automatically compel production or establish entitlement.