§ 7-116-102 — Inspection of corporate records by shareholder - definitions

Colorado § 7-116-102

• Jurisdiction: Colorado
• Title 07: Corporations
• Art.: Records, Information, and Reports

Text

(1)
A shareholder is entitled to inspect and copy, during regular business hours at the
corporation's principal office, any of the records of the corporation described in
section 7-116-101 (5) if the shareholder gives the corporation written demand at
least five business days before the date on which the shareholder wishes to inspect
and copy such records.

(2) In addition to the rights set forth in subsection (1) of this section, a
shareholder is entitled to inspect and copy, during regular business hours at a
reasonable location stated 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 demand at least five business days before
the date on which the shareholder wishes to inspect and copy such records:

(a) Excerpts from minutes of any meeting of the board of directors or from
records of any action taken by the board of directors without a meeting, minutes of
any meeting of the shareholders or records of any action taken by the shareholders
without a meeting, excerpts of 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, and waivers of notices of any meeting of the shareholders or the board
of directors or any committee of the board of directors;

(b) Accounting records of the corporation; and

(c) The record of shareholders described in section 7-116-101 (3).

(3) A shareholder may inspect and copy the records described in subsection
(2) of this section only if:

(a) The shareholder has been a shareholder for at least three months
immediately preceding the demand to inspect or copy or is a shareholder of at least
five percent of all of the outstanding shares of any class of shares of the
corporation as of the date the demand is made;

(b) The demand is made in good faith and for a proper purpose;

(c) The shareholder describes with reasonable particularity the purpose and
the records the shareholder desires to inspect; and

(d) The records are directly connected with the described purpose.

(4) For purposes of this section:

(a) Proper purpose means a purpose reasonably related to the demanding
shareholder's interest as a shareholder; and

(b) Shareholder includes a beneficial owner.

(5) The right of inspection granted by this section may not be abolished or
limited by the articles of incorporation or bylaws.

(6) This section does not affect:

(a) The right of a shareholder to inspect records under section 7-107-201;

(b) The right of a shareholder to inspect records to the same extent as any
other litigant if the shareholder is in litigation with the corporation; or

(c) The power of a court, independent of articles 101 to 117 of this title, to
compel the production of corporate records for examination.

Legislative History

Source: L. 93: Entire article added, p. 844, � 1, effective July 1, 1994. L. 2003: IP(2) amended, p. 2331, � 274, effective July 1, 2004. L. 2019: (4)(b) amended, (SB 19-086), ch. 166, p. 1964, � 61, effective July 1, 2020.