Legislation
SECTION 1315
Record of shareholders
Business Corporation (BSC) CHAPTER 4, ARTICLE 13
§ 1315. Record of shareholders.
(a) Any resident of this state who shall have been a shareholder of
record of a foreign corporation doing business in this state upon at
least five days' written demand may require such foreign corporation to
produce a record of its shareholders setting forth the names and
addresses of all shareholders, the number and class of shares held by
each and the dates when they respectively became the owners of record
thereof and shall have the right to examine in person or by agent or
attorney at the office of the foreign corporation in this state or at
the office of its transfer agent or registrar in this state or at such
other place in the county in this state in which the foreign corporation
is doing business as may be designated by the foreign corporation,
during the usual business hours, the record of shareholders or an exact
copy thereof certified as correct by the corporate officer or agent
responsible for keeping or producing such record and to make extracts
therefrom. Resident holders of voting trust certificates representing
shares of the foreign corporation shall for the purpose of this section
be regarded as shareholders. Any such agent or authority shall be
authorized in a writing that satisfies the requirements of a writing
under paragraph (b) of section 609 (proxies). A corporation requested to
provide information pursuant to this paragraph shall make available such
information in the format in which such information is maintained by the
corporation and shall not be required to provide such information in any
other format. If a request made pursuant to this paragragh includes a
request to furnish information regarding beneficial owners, the
corporation shall make available such information in its possession
regarding beneficial owners as is provided to the corporation by a
registered broker or dealer or a bank, association or other entity that
exercises fiduciary powers in connection with the forwarding of
information to such owners. The corporation shall not be required to
obtain information about beneficial owners not in its possession.
(b) An examination authorized by paragraph (a) may be denied to such
shareholder or other person upon his refusal to furnish to the foreign
corporation or its transfer agent or registrar an affidavit that such
inspection is not desired for a purpose which is in the interest of a
business or object other than the business of the foreign corporation
and that such shareholder or other person has not within five years sold
or offered for sale any list of shareholders of any corporation of any
type or kind, whether or not formed under the laws of this state, or
aided or abetted any person in procuring any such record of shareholders
for any such purpose.
(c) Upon refusal by the foreign corporation or by an officer or agent
of the foreign corporation to produce for examination or to permit an
examination of the record of shareholders as herein provided, the person
making the demand for production and examination may apply to the
supreme court in the judicial district where the office of the foreign
corporation within this state is located, upon such notice as the court
may direct, for an order directing the foreign corporation, its officer
or agent, to show cause why an order should not be granted directing
such production and permitting such examination by the applicant. Upon
the return day of the order to show cause, the court shall hear the
parties summarily, by affidavit or otherwise, and if it appears that the
applicant is qualified and entitled to such examination, the court shall
grant an order compelling such production for examination and awarding
such further relief as to the court may seem just and proper.
(d) Nothing herein contained shall impair the power of courts to
compel the production for examination of the books of a foreign
corporation. The record of shareholders specified in paragraph (a) shall
be prima facie evidence of the facts therein stated in favor of the
plaintiff in any action or special proceeding against such foreign
corporation or any of its officers, directors or shareholders.
(a) Any resident of this state who shall have been a shareholder of
record of a foreign corporation doing business in this state upon at
least five days' written demand may require such foreign corporation to
produce a record of its shareholders setting forth the names and
addresses of all shareholders, the number and class of shares held by
each and the dates when they respectively became the owners of record
thereof and shall have the right to examine in person or by agent or
attorney at the office of the foreign corporation in this state or at
the office of its transfer agent or registrar in this state or at such
other place in the county in this state in which the foreign corporation
is doing business as may be designated by the foreign corporation,
during the usual business hours, the record of shareholders or an exact
copy thereof certified as correct by the corporate officer or agent
responsible for keeping or producing such record and to make extracts
therefrom. Resident holders of voting trust certificates representing
shares of the foreign corporation shall for the purpose of this section
be regarded as shareholders. Any such agent or authority shall be
authorized in a writing that satisfies the requirements of a writing
under paragraph (b) of section 609 (proxies). A corporation requested to
provide information pursuant to this paragraph shall make available such
information in the format in which such information is maintained by the
corporation and shall not be required to provide such information in any
other format. If a request made pursuant to this paragragh includes a
request to furnish information regarding beneficial owners, the
corporation shall make available such information in its possession
regarding beneficial owners as is provided to the corporation by a
registered broker or dealer or a bank, association or other entity that
exercises fiduciary powers in connection with the forwarding of
information to such owners. The corporation shall not be required to
obtain information about beneficial owners not in its possession.
(b) An examination authorized by paragraph (a) may be denied to such
shareholder or other person upon his refusal to furnish to the foreign
corporation or its transfer agent or registrar an affidavit that such
inspection is not desired for a purpose which is in the interest of a
business or object other than the business of the foreign corporation
and that such shareholder or other person has not within five years sold
or offered for sale any list of shareholders of any corporation of any
type or kind, whether or not formed under the laws of this state, or
aided or abetted any person in procuring any such record of shareholders
for any such purpose.
(c) Upon refusal by the foreign corporation or by an officer or agent
of the foreign corporation to produce for examination or to permit an
examination of the record of shareholders as herein provided, the person
making the demand for production and examination may apply to the
supreme court in the judicial district where the office of the foreign
corporation within this state is located, upon such notice as the court
may direct, for an order directing the foreign corporation, its officer
or agent, to show cause why an order should not be granted directing
such production and permitting such examination by the applicant. Upon
the return day of the order to show cause, the court shall hear the
parties summarily, by affidavit or otherwise, and if it appears that the
applicant is qualified and entitled to such examination, the court shall
grant an order compelling such production for examination and awarding
such further relief as to the court may seem just and proper.
(d) Nothing herein contained shall impair the power of courts to
compel the production for examination of the books of a foreign
corporation. The record of shareholders specified in paragraph (a) shall
be prima facie evidence of the facts therein stated in favor of the
plaintiff in any action or special proceeding against such foreign
corporation or any of its officers, directors or shareholders.