What Rights Does a Shareholder Have to Look at Corporate Books and Records?

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What Rights Does a Shareholder Have to Look at Corporate Books and Records?

Shareholders in a corporation have specific rights to inspect a corporation’s books and financial records under Arizona law. See Ariz. Rev. Stat. Ann. § 10-1602. Upon giving five days of advance notice in writing, shareholders have the right to appear at the corporation’s principal place of business during regular business hours in order to inspect and copy some documents that are related to the corporation. These documents include the following:

·         Articles of Incorporation

·         By-laws

·         Board resolutions that create classes or series of shares

·         Minutes of shareholder’s meetings and actions taken without a meeting for the previous three years

·         Any written communications to shareholder from the previous three years

·         Names and business address of all current corporate officers and directors

·         The most recent annual report

·         Any shareholders’ agreements

Shareholders who make a request in good faith and for a specific documented purpose can also access additional corporate records that are related to that purpose, such as accounting records, financial statements, and minutes from meetings of shareholder and boards of directors. § 10-1601. The corporation may charge the shareholders a reasonable fee for the labor and materials necessary to accommodate the request for inspection and copying.

Neither the articles of incorporation nor the corporate by-laws can eliminate or restrict the ability of shareholders to exercise the inspection and copying rights described above. A court also has the authority to order such an inspection at any time on a showing of proper purpose, irrespective of the length or percentage of ownership of the shareholder who requested the court to do so. § 10-1604.

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