When dealing with smaller corporations owners/shareholders often have a more involved role in a business. Just because they are an owner, however, does not mean they have unlimited all inclusive access to the records of the corporation. Indiana law requires that a corporation keep and maintain certain records. Shareholders of a corporation are entitled to inspect and copy these records, but only under certain circumstances. The records are broken down into two groups, notice only and proper purpose.
Notice Only Records. The first group of records that must be maintained, only require shareholders to provide five days’ written notice demanding to inspect or copy these records. The shareholder is entitled to complete his inspection or copying of records at the corporation’s principle office and the corporation is required to keep these documents at that office. However, the statute can likely still be satisfied by providing the requested documents to the shareholder via mail or email in a timely manner. This would avoid allowing shareholders to make inconvenient trips to the corporate offices. This group of records (along with any amendments) includes the following:
- The corporation’s articles of incorporation
- The corporation’s by-laws
- Any resolutions regarding the rights, preferences or limitations of outstanding shares
- Minutes of shareholder meetings or actions taken by shareholders without a meeting for the past three years
- All written communication with shareholders within the past three years, including any financial statements that were furnished during that time
- The names and business addresses of its current directors and officers
- The most recent annual report delivered to the secretary of state.
Proper Purpose and Notice Records. The second group of records requires the same five days’ notice as the first group, but also requires that the demand be made in good faith and for a proper purpose. This demand must describe, in detail, the records to be inspected and the purpose of the shareholder in inspecting those records. Further, the records requested must be directly connected with the shareholder’s stated purpose. An example of an improper purpose would be one in which the shareholder wishes to use the information to assist him in nonderivative litigation or competitive goals against the corporation. This group of records includes the following:
- The meeting minutes of the board of directors, actions taken by the board of directors without a meeting and any actions by the committee of the board of the directors on behalf of the board
- The meeting minutes of the shareholder or actions taken without a meeting greater than three years old
- Accounting records of the corporation
- The record of shareholders
In summary, shareholders must provide the corporation at least five days’ notice for any records and supply a proper purpose for more sensitive records. The more sensitive records should not be released unless the shareholder provides a clear, proper reason for his inspection of the records. All written requests by shareholders to view documents should be saved by the corporation.
ABOUT THE AUTHOR - KLEIN ALLISON
Klein Allison is an attorney at Gutwein Law. He graduated from Texas A&M with a Bachelor of Science and Bachelor of Business Administration in 2010 and recieved his JD from IU Maurer School of Law in 2014. He primarily focuses on tax and business law.