Art. 2.44. Books and Records A. Each corporation shall keep books and records of account and shall keep minutes of the proceedings of its shareholders, its board of directors, and each committee of its board of directors. Each corporation shall keep at its registered office or principal place of business, or at the office of its transfer agent or registrar, a record of the original issuance of shares issued by the corporation and a record of each transfer of those shares that have been presented to the corporation for registration of transfer. Such records shall contain the names and addresses of all past and current shareholders of the corporation and the number and class or series of shares issued by the corporation held by each of them. Any books, records, minutes, and share transfer records may be in written form or in any other form capable of being converted into written paper form within a reasonable time. The principal place of business of a corporation, or the office of its transfer agent or registrar, may be located outside the State of Texas. B. A director may examine the corporation's books and records of account, share transfer records, corporate minutes and any other corporate books and records for any purpose reasonably related to the director's service as a director. A court of competent jurisdiction may compel a corporation to open its books and records of account, share transfer records, corporate minutes or any other corporate books and records to permit the director to inspect the books or records and make copies or extracts from the books or records on a showing by a director that: (1) he is a director; (2) he demanded to inspect the corporate books and records; (3) his purpose for inspecting the corporate books and records was reasonably related to his service as a director; and (4) his right of access to the books and records was refused by the corporation. The court may also award the director attorneys' fees and any other relief that the court deems just and proper. C. Any person who shall have been a shareholder for at least six (6) months immediately preceding his demand, or shall be the holder of at least five per cent (5%) of all the outstanding shares of a corporation, upon written demand stating the purpose thereof, shall have the right to examine, in person or by agent, accountant, or attorney, at any reasonable time or times, for any proper purpose, its relevant books and records of account, minutes, and share transfer records, and to make extracts therefrom. D. Any corporation which shall refuse to allow any such shareholder or his agent, accountant or attorney, so to examine and make extracts from its books and records of account, minutes, and share transfer records, for any proper purpose, shall be liable to such shareholder for all costs and expenses, including attorneys' fees, incurred in enforcing his rights under this Article in addition to any other damages or remedy afforded him by law. It shall be a defense to any action for penalties under this section that the person suing therefor has within two (2) years sold or offered for sale any list of shareholders or of holders of voting trust certificates for shares of such corporation or any other corporation or has aided or abetted any person in procuring any list of shareholders or of holders of voting trust certificates for any such purpose, or has improperly used any information secured through any prior examination of the books and records of account, minutes, or share transfer records of such corporation or any other corporation, or was not acting in good faith or for a proper purpose in making his demand. E. Nothing herein contained shall impair the power of any court of competent jurisdiction, upon proof of proper purpose by a beneficial or record holder of shares, irrespective of the period of time during which such holder shall have been a beneficial or record holder and irrespective of the number of shares held by him, to compel the production for examination by such holder of the books and records of account, minutes, and share transfer records of a corporation. F. Upon the written request of any shareholder of a corporation, the corporation shall mail to such shareholder its annual statements for its last fiscal year showing in reasonable detail its assets and liabilities and the results of its operations and the most recent interim statements, if any, which have been filed in a public record or otherwise published. The corporation shall be allowed a reasonable time to prepare such annual statements. G. A holder of a beneficial interest in a voting trust entered into pursuant to Article 2.30 of this Act shall be regarded as a holder of the shares represented by such beneficial interest for the purposes of this Article. Acts 1955, 54th Leg., p. 239, ch. 64, eff. Sept. 6, 1955. Amended by Acts 1973, 63rd Leg., p. 1502, ch. 545, Sec. 26, eff. Aug. 27, 1973; Acts 1989, 71st Leg., ch. 801, Sec. 23, eff. Aug. 28, 1989; Acts 1991, 72nd Leg., ch. 901, Sec. 18, eff. Aug. 26, 1991; Acts 1993, 73rd Leg., ch. 215, Sec. 2.11, eff. Sept. 1, 1993. Sec. A amended by Acts 2003, 78th Leg., ch. 238, Sec. 19, eff. Sept. 1, 2003.

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Last modified: August 10, 2007