Each state allows shareholders access to corporate records. While access is granted, most states require that the shareholder give proper notice to the company, since the company can actually deny the request if the shareholder just shows up at the company’s principal office and demands to see all the company’s records.
For instance, Connecticut, as is typical of most states, allows shareholders the rights to examine the company’s accounting records, a list of its bylaws and resolutions, a list of its shareholders, minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.
According to Connecticut General Statutes Sec. 33-946, shareholders of a Connecticut corporation are entitled access to corporate records to inspect the records of the company, including Board of Directors meeting minutes. If the company refuses a shareholder’s a verbal request, then according to Connecticut business corporation law, found in Chapter 601 of the Conn Gen. Statutes, the shareholder must give the corporation at least five (5) business days advanced, signed written notice to inspect and copy such records at the company's principal office. The shareholder may get access to corporate records for inspection and copying purposes only if: (1) His demand is made in good faith and for a proper purpose; (2) he describes with reasonable particularity his purpose and the records he desires to inspect; and (3) the records are directly connected with his purpose.
Sec 33-947(d) allows the corporation to charge a reasonable fee for labor and copies and provides: " The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records."
Pursuant to section 33-945, access to corporate records includes:
(a) permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation;
(b) appropriate accounting records of the corporation maintained in its normal course of business;
(c) a record of the company’s shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each;
(d) the records shall be maintained in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time; and
(e) the corporation shall keep a copy of the following records at its principal office: (1) Its certificate of incorporation or restated certificate of incorporation, all amendments to them currently in effect and any notices to shareholders referred to in subsection (l) of section 33-608 regarding facts on which a document is dependent; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years; (5) all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 33-951; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of the State under section 33-953.
Access to corporate records is essential, especially for minority shareholders to be able to see what the company is doing and make sure its rights are protected.
Sec 33-947(d) allows the corporation to charge a reasonable fee for labor and copies and provides: " The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production, reproduction or transmission of the records."
Pursuant to section 33-945, access to corporate records includes:
(a) permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation;
(b) appropriate accounting records of the corporation maintained in its normal course of business;
(c) a record of the company’s shareholders, in a form that permits preparation of a list of the names and addresses of all shareholders, in alphabetical order by class of shares showing the number and class of shares held by each;
(d) the records shall be maintained in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time; and
(e) the corporation shall keep a copy of the following records at its principal office: (1) Its certificate of incorporation or restated certificate of incorporation, all amendments to them currently in effect and any notices to shareholders referred to in subsection (l) of section 33-608 regarding facts on which a document is dependent; (2) its bylaws or restated bylaws and all amendments to them currently in effect; (3) resolutions adopted by its board of directors creating one or more classes or series of shares and fixing their relative rights, preferences and limitations, if shares issued pursuant to those resolutions are outstanding; (4) the minutes of all shareholders' meetings and records of all action taken by shareholders without a meeting for the past three years; (5) all written communications to shareholders generally within the past three years, including the financial statements furnished for the past three years under section 33-951; (6) a list of the names and business addresses of its current directors and officers; and (7) its most recent annual report delivered to the Secretary of the State under section 33-953.
Access to corporate records is essential, especially for minority shareholders to be able to see what the company is doing and make sure its rights are protected.
