In a derivative action brought by one or more shareholders or members to enforce a right of a corporation or of an unincorporated association, the corporation or association having failed to enforce a right which may properly be asserted by it, the complaint shall be verified and shall allege (a) that the plaintiff was a shareholder or member at the time of the transaction of which the plaintiff complains or that the plaintiff’s share or membership thereafter devolved on the plaintiff by operation of law, and (b) that the action is not a collusive one to confer jurisdiction on a court of this state which it would not otherwise have. The complaint shall also allege with particularity the efforts, if any, made by the plaintiff to obtain the action the plaintiff desires from the directors or comparable authority and, if necessary, from the shareholders or members, and the reasons for the plaintiff’s failure to obtain the action or for not making the effort. The derivative action may not be maintained if it appears that the plaintiff does not fairly and adequately represent the interests of the shareholders or members similarly situated in enforcing the right of the corporation or association. The action shall not be dismissed or compromised without the approval of the court, and notice of the proposed dismissal or compromise shall be given to shareholders or members in such manner as the court directs.
Rule 23.1.Derivative actions by shareholders
Group 4: Parties · Last amended April 28, 2015 · Last verified July 13, 2026
In one sentenceRule 23.1 governs shareholder or member derivative suits brought on behalf of a corporation or unincorporated association, requiring a verified complaint that details the plaintiff's standing and the specific efforts made to get the entity's own directors or members to act first.
Full Text of Rule 23.1
Amendment History
Prior: RPPP Rule 23(b) part. Adopted May 5, 1967, effective July 1, 1967; amended, effective April 28, 2015.
Plain-English Summary
A derivative action is a lawsuit brought by a shareholder or member on behalf of the corporation or association itself, over a right the entity has but hasn't pursued. Because the plaintiff is suing for someone else's benefit, Rule 23.1 imposes safeguards that don't apply to an ordinary lawsuit. The complaint must be verified, not just signed. It must allege that the plaintiff held the shares or membership at the time of the conduct being challenged, or received them afterward by operation of law — a rule aimed at preventing someone from buying into a dispute just to sue over it. And it must allege that the suit isn't a collusive attempt to manufacture jurisdiction that wouldn't otherwise exist.
The complaint also has to spell out, in detail, what the plaintiff did to get the corporation's directors, or the comparable governing body of an association, to bring the claim themselves, and, if that failed, what the plaintiff did to get the shareholders or members to act. If the plaintiff skipped that step entirely, the complaint has to explain why making the effort would have been pointless. Courts use this requirement to make sure litigation stays a last resort, pursued only after the people who normally run the entity have had a real chance to handle the problem themselves.
Because a derivative plaintiff is standing in for everyone else similarly situated, the suit can't go forward if that plaintiff won't adequately represent their interests, and it can't be dismissed or settled without a court's approval and notice to the shareholders or members affected.
Frequently Asked Questions
What makes a lawsuit a 'derivative action' rather than an ordinary one?
A derivative action is brought by a shareholder or member on behalf of the corporation or association, to enforce a right that belongs to the entity itself, because the entity's own leadership has failed to enforce it.
Does the complaint in a derivative action need anything an ordinary complaint doesn't?
Yes. It must be verified, and it must allege the plaintiff's standing, the absence of collusion to manufacture jurisdiction, and — with particularity — the efforts made to get the directors or comparable authority, and if necessary the shareholders or members, to act first.
What if the plaintiff never asked the directors to bring the claim?
The complaint must explain the reasons for not making that effort, in addition to describing any effort that was made.
Can any shareholder bring a derivative suit?
Only one who held shares or membership at the time of the challenged transaction, or whose shares or membership devolved on them afterward by operation of law, and who will adequately represent similarly situated shareholders or members.
Can a derivative action be settled privately between the plaintiff and the corporation?
No. It can't be dismissed or compromised without the court's approval, and notice of the proposed dismissal or settlement must go to the shareholders or members.
Source & verification. Rule text and amendment history are
reproduced verbatim from the Washington Superior Court Civil Rules, adopted by the
Supreme Court of Washington. Last verified July 13, 2026. ·
Official source
Also known as: shareholder derivative suitderivative action rule washingtondemand futility requirementsuing on behalf of a corporation