Pursuant to your request, we have compiled the list of statutes from the 50 states and the District of Columbia, pertaining to the right of stockholders to inspect corporate records, in as nearly camera-ready condition as was possible. (As I indicated in my memorandum of May 23, 1974, Hawaii makes no provision for such inspection, but does provide that corporate books and records shall be made available annually for inspection by the director of regulatory agencies (H. Rev. Stat. Section 416-95).) In addition, I am returning the copies of the law review articles that were sent in response to the subcommittee's request of May 10, 1974. Canine E. Kuben Janice E. Rubin ALABAMA (Reference is to Title 10, 1958 Recompilation of Code of Code of 1940 and 1973 Supplement thereto) § 21 (46). Books and records of corporation.-Each corporation shall keep correct and complete books and records of account and shall keep written minutes of the proceedings of its stockholders and board of directors, and shall keep at its principal office, or at the office of its transfer agent or register, a record of its stockholders, giving the names and addresses of all stockholders and the number and class of the shares held by each. Any person who shall have been a stockholder of record for at least six months immediately preceding his demand or who shall be the holder of record of at least five per cent 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 or attorney, at any reasonable time of times, for any proper purpose, its books and records of account, minutes, and record of stockholders and to make extracts therefrom. Any officer or agent who, or a corporation which, without reasonable cause, shall refuse to allow any such stockholder, or his agent or attorney, so to examine and make extracts from its books and records of account, minutes, and record of stockholders, for any proper purpose, shall be liable to such stockholder in a penalty of ten per cent of the value of the shares owned by such stockholder, 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 years sold or of fered for sale any list of stockholders of such corporation or any other corporation or has aided or abetted any person in procuring any list of stockholders for any such purpose, or has improperly used any information secured through any prior examination of the books and records of account, or minutes, or record of stockholders of such corporation or any other corporation, or was not acting in good faith or for a proper purpose in making his demand. Nothing herein contained shall impair the power of any court of compe tent jurisdiction, upon proof by a stockholder of proper purpose, irrespective of the period of time during which such stockholder shall have been a stockholder of record, and irrespective of the number of shares held by him, to compel the production for examination by such stockholder of the books and records of account, minutes, and record of stockholders of a corporation. Upon the written request of any stockholder of a corporation, the corporation shall mail to such stockholder its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations. (1959. p. 1073 § 46, appvd Nov. 13, 1959.) ALASKA (Reference is to Title 10, Alaska Stats. 1968) Sec. 10.05.237. Books and records. A corporation shall keep correct and complete books and records of account, and shall keep minutes of the proceedings of its shareholders and board of directors, and shall keep at its registered office or principal place of business, or at the office of its transfer agent or register, a record of its shareholders, containing the names and addresses of all shareholders and the number and class of the shares held by each. (§ 46 ch 126 SLA 1957) ALR references. Directors' right to inspect books and records, 22 ALR 59; 80 ALR 1510; 174 ALR 275; 15 ALR2d 11. Sec. 10.05.240. Shareholder's right to examine books and records. A person who has been a shareholder of record for at least six months immediately preceding his demand or who is the holder of record of at least five per cent of all the outstanding shares of a corporation, upon written demand stating the purpose of the demand, may, in person or by agent or attorney, at a reasonable time for a proper purpose, examine and make extracts from its books and records of account, minutes and record of shareholders. (§ 46 ch 126 SLA 1957) ALR and C.J.S. references. Stockholder's right to inspect books and records of corporations, 22 ALR 24; 43 ALR 783; 59 ALR 1373; 80 ALR 1502; 174 ALR 262; 15 ALR2d 11. Inspection of books and records of corporation by personal representatives of deceased stockholder or by trustee of stockholder, 22 ALR 98; 43 ALR 797; 174 ALR 290; 15 ALR2d 11. Power of equity to appoint, at instance of stockholder, receiver because of refusal of officers to permit inspection of books, 43 ALR 282. Right of stockholder to inspect books of corporations in hands of receiver, 92 ALR 1047. 18 C.J.S. Corporations § 511. Sec. 10.05.243. Liability for refusal of examination. An officer or agent who, or a corporation which, refuses to allow a shareholder, or his agent or attorney, to examine and make extracts from its books and records of account, minutes, and record of shareholders, for a proper purpose, is liable to the shareholder in a penalty of 10 per cent of the value of the shares owned by the shareholder, in addition to other damages or remedy given him by law. It is a defense to an action for penalties under this section that the person suing has within two years sold or offered for sale a list of shareholders of the corporation or any other corporation or has aided or abetted a person in procuring a list of shareholders for this purpose, or has improperly used information secured through a prior examination of the books and records of account, or minutes, or record of shareholders of the corporation or any other corporation, or was not acting in good faith or for a proper purpose in making his demand. (§ 46 ch 126 SLA 1957) Sec. 10.05.246. Court may compel inspection. Sections 237249 of this chapter do not impair the power of a competent court, upon proof by a shareholder of proper purpose, irrespective of the period of time during which the shareholder has been a shareholder of record and irrespective of the number of shares held by him, to compel the production for examination by the shareholder of the books and records of account, minutes, and record of shareholders of a corporation. (§ 46 ch 126 SLA 1957) Sec. 10.05.249. Shareholder's right to financial statement. Upthe written request of a shareholder of a corporation, the corDoration shall mail to the shareholder its most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations. (§ 46 ch 126 SLA 1957) 37-733 74 - pt. 3 15 ARIZONA (Reference is to Title 43, Ariz. Rev. Stats. Ann. and 1973-1974 Supplement thereto) 10-175. Stock books; Inspection of records A. The books of a corporation shall be so kept as to show intelligently the original shareholders, their respective interests, the amount which has been paid thereon and all transfers thereof. B. The share register or duplicate share register, the books of account, and minutes of proceedings of the shareholders and the board of directors and of executive committees of the directors of every domestic corporation and of foreign corporations keeping any such records in this state shall be ope to inspection upon the written demand of any shareholder or holder of a voi ing trust certificate at any reasonable time, for a purpose reasonably related to his interests as a shareholder or as the holder of such voting trust certifi cate. Such records also shall be exhibited at a shareholders' meeting at any time when demanded by ten per cent of the shares represented at the meri ing. Such inspection by a shareholder or holder of a voting trust certifica may be made in person or by agent or attorney, and the right of inspectio, includes the right to make extracts. The right of the shareholders to inspc. the corporate records may not be limited in the articles or bylaws. C. Demand of inspection other than at a shareholders' meeting shall t made in writing upon the president, secretary, assistant secretary, or general manager of the corporation. As amended Laws 1960, Ch. 67, § 1. |