§ 624 — Books and records; right of inspection, prima facie evidence

New York § 624

• Jurisdiction: New York
• Law BSC: Business Corporation
• Art. 6: Shareholders

Text

§ 624. Books and records; right of inspection, prima facie evidence.\n (a) Each corporation shall keep correct and complete books and records\nof account and shall keep minutes of the proceedings of its\nshareholders, board and executive committee, if any, and shall keep at\nthe office of the corporation in this state or at the office of its\ntransfer agent or registrar in this state, a record containing the names\nand addresses of all shareholders, the number and class of shares held\nby each and the dates when they respectively became the owners of record\nthereof. Any of the foregoing books, minutes or records may be in\nwritten form or in any other form capable of being converted into\nwritten form within a reasonable time.\n (b) Any person who shall have been a shareholder of record of a\ncorporation upon at least five days' written demand shall have the right\nto examine in person or by agent or attorney, during usual business\nhours, its minutes of the proceedings of its shareholders and record of\nshareholders and to make extracts therefrom for any purpose reasonably\nrelated to such person's interest as a shareholder. Holders of voting\ntrust certificates representing shares of the corporation shall be\nregarded as shareholders for the purpose of this section. Any such\nagent or attorney shall be authorized in a writing that satisfies the\nrequirements of a writing under paragraph (b) of section 609 (Proxies).\nA corporation requested to provide information pursuant to this\nparagraph shall make available such information in written form and in\nany other format in which such information is maintained by the\ncorporation and shall not be required to provide such information in any\nother format. If a request made pursuant to this paragraph includes a\nrequest to furnish information regarding beneficial owners, the\ncorporation shall make available such information in its possession\nregarding beneficial owners as is provided to the corporation by a\nregistered broker or dealer or a bank, association or other entity that\nexercises fiduciary powers in connection with the forwarding of\ninformation to such owners. The corporation shall not be required to\nobtain information about beneficial owners not in its possession.\n (c) An inspection authorized by paragraph (b) may be denied to such\nshareholder or other person upon his refusal to furnish to the\ncorporation, its transfer agent or registrar an affidavit that such\ninspection is not desired for a purpose which is in the interest of a\nbusiness or object other than the business of the corporation and that\nhe has not within five years sold or offered for sale any list of\nshareholders of any corporation of any type or kind, whether or not\nformed under the laws of this state, or aided or abetted any person in\nprocuring any such record of shareholders for any such purpose.\n (d) Upon refusal by the corporation or by an officer or agent of the\ncorporation to permit an inspection of the minutes of the proceedings of\nits shareholders or of the record of shareholders as herein provided,\nthe person making the demand for inspection may apply to the supreme\ncourt in the judicial district where the office of the corporation is\nlocated, upon such notice as the court may direct, for an order\ndirecting the corporation, its officer or agent to show cause why an\norder should not be granted permitting such inspection by the applicant.\nUpon the return day of the order to show cause, the court shall hear the\nparties summarily, by affidavit or otherwise, and if it appears that the\napplicant is qualified and entitled to such inspection, the court shall\ngrant an order compelling such inspection and awarding such further\nrelief as to the court may seem just and proper.\n (e) Upon the written request of any shareholder, the corporation shall\ngive or mail to such shareholder an annual balance sheet and profit and\nloss statement for the preceding fiscal year, and, if any interim\nbalance sheet or profit and loss statement has been distributed to its\nshareholders or otherwise made available to the public, the most recent\nsuch interim balance sheet or profit and loss statement. The corporation\nshall be allowed a reasonable time to prepare such annual balance sheet\nand profit and loss statement.\n (f) Nothing herein contained shall impair the power of courts to\ncompel the production for examination of the books and records of a\ncorporation.\n (g) The books and records specified in paragraph (a) shall be prima\nfacie evidence of the facts therein stated in favor of the plaintiff in\nany action or special proceeding against such corporation or any of its\nofficers, directors or shareholders.\n