(a) A stockholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation's board of directors and board committees established under Section 10A-2A-8.25, if the stockholder gives the corporation a signed written notice of the stockholder's demand at least five business days before the date on which the stockholder wishes to inspect and copy.
(b) A stockholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the stockholder meets the requirements of subsection (c) and gives the corporation a signed written notice of the stockholder's demand at least five business days before the date on which the stockholder wishes to inspect and copy:
(1) the financial statements of the corporation maintained in accordance with Section 10A-2A-16.01(b);
(2) accounting records of the corporation;
(3) excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the corporation's board of directors and board committees maintained in accordance with Section 10A-2A-16.01(a); and
(4) the record of stockholders maintained in accordance with Section 10A-2A-16.01(d).
(c) A stockholder may inspect and copy the records described in subsection (b) only if:
(1) the stockholder's demand is made in good faith and for a proper purpose;
(2) the stockholder's demand describes with reasonable particularity the stockholder's purpose and the records the stockholder desires to inspect; and
(3) the records are directly connected with the stockholder's purpose.
(d)(1) The corporation may impose reasonable restrictions and conditions on access to and use of the records to be inspected and copied under subsections (a) and (b), including designating information confidential and imposing nondisclosure and safeguarding, and may further keep confidential from its stockholders and other persons, for a period of time as the corporation deems reasonable any information that the corporation reasonably believes to be in the nature of a trade secret or other information the disclosure of which the corporation in good faith believes is not in the best interest of the corporation or could damage the corporation or its business or affairs, or that the corporation is required by law or by agreement with a third party to keep confidential. In any dispute concerning the reasonableness of a restriction under this subsection, the corporation has the burden of proving reasonableness.
(2) If a stockholder is entitled to inspect and copy the records described in subsection (a) or having met the requirements of subsection (c) is entitled to inspect and copy the records described in subsection (b), and an officer of the corporation with the authority to bind the corporation who, or a corporation which, without reasonable cause, refuses to allow that stockholder to inspect and copy those records shall be liable to that stockholder for a penalty of an amount not to exceed 10 percent of the value of the shares of stock owned by that stockholder, in addition to any other damages or remedy afforded that stockholder by law. It shall be a defense to an action brought to collect the penalty specified in this section that the stockholder suing therefor has previously sold or offered for sale any list of stockholders of the corporation, or any other corporation or knowingly has aided or abetted any person in procuring any list of stockholders, or improperly has used any information secured through any prior inspection of those records of the corporation, or was not acting in good faith or for a proper purpose in making this demand.
(e) For any meeting of stockholders for which the record date for determining stockholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a stockholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to stockholders in connection with the meeting, unless the corporation has made that information generally available to stockholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide that information does not affect the validity of action taken at the meeting.
(f) The right of inspection granted by this section may not be abolished or limited by a corporation's certificate of incorporation or bylaws, but the right of inspection granted by this section may be limited to the extent permitted under Section 10A-2A-7.32.
(g) This section does not affect:
(1) the right of a stockholder to inspect records under Section 10A-2A-7.20 or, if the stockholder is in litigation with the corporation, to the same extent as any other litigant; or
(2) the power of a court, independently of this chapter, to compel the production of corporate records for examination and to impose reasonable restrictions as provided in Section 10A-2A-16.04(c), provided that, in the case of production of records described in subsection (b) of this section at the request of a stockholder, the stockholder has met the requirements of subsection (c).
(h) For purposes of this section, "stockholder" means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner.
Last modified: May 3, 2021