Kentucky Statutes 271B.16-020 – Inspection of records by shareholders
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(1) A shareholder of a corporation shall be entitled to inspect and copy, during regular business hours at the corporation‘s principal office, any of the records of the corporation described in subsection (5) of KRS § 271B.16-010 if he gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy.
(2) A shareholder of a corporation shall be 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 shareholder meets the requirements of subsection (3) of this section and gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy:
(a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (1) of this section;
(b) Accounting records of the corporation; and
(c) The record of shareholders.
(3) A shareholder may inspect and copy the records described in subsection (2) of this section only if:
(a) His demand is made in good faith and for a proper purpose;
(b) He describes with reasonable particularity his purpose and the records he desires to inspect; and
(c) The records are directly connected with his purpose.
(4) The right of inspection granted by this section shall not be abolished or limited by a corporation’s articles of incorporation or bylaws.
(5) This section shall not affect:
(a) The right of a shareholder to inspect records under KRS § 271B.7-200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;
(b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
(6) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 168, effective January 1, 1989.
(2) A shareholder of a corporation shall be 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 shareholder meets the requirements of subsection (3) of this section and gives the corporation written notice of his demand at least five (5) business days before the date on which he wishes to inspect and copy:
Terms Used In Kentucky Statutes 271B.16-020
- Action: includes all proceedings in any court of this state. See Kentucky Statutes 446.010
- Articles of incorporation: include amended and restated articles of incorporation and articles of merger. See Kentucky Statutes 271B.1-400
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Corporation: may extend and be applied to any corporation, company, partnership, joint stock company, or association. See Kentucky Statutes 446.010
- Directors: when applied to corporations, includes managers or trustees. See Kentucky Statutes 446.010
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- Owner: when applied to any animal, means any person having a property interest in such animal. See Kentucky Statutes 446.010
- Principal office: means the office in or out of this state, so designated in writing to the Secretary of State where the principal executive offices of a domestic or foreign corporation are located. See Kentucky Statutes 271B.1-400
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Kentucky Statutes 271B.1-400
(a) Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders, and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection (1) of this section;
(b) Accounting records of the corporation; and
(c) The record of shareholders.
(3) A shareholder may inspect and copy the records described in subsection (2) of this section only if:
(a) His demand is made in good faith and for a proper purpose;
(b) He describes with reasonable particularity his purpose and the records he desires to inspect; and
(c) The records are directly connected with his purpose.
(4) The right of inspection granted by this section shall not be abolished or limited by a corporation’s articles of incorporation or bylaws.
(5) This section shall not affect:
(a) The right of a shareholder to inspect records under KRS § 271B.7-200 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;
(b) The power of a court, independently of this chapter, to compel the production of corporate records for examination.
(6) For purposes of this section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.
Effective: January 1, 1989
History: Created 1988 Ky. Acts ch. 23, sec. 168, effective January 1, 1989.