In corporate disputes and litigation I see a lot of requests for corporation information, books and records. Sometimes I represent the corporation, sometimes I represent the person requesting the information, books and records.
Below I have pasted select relevant provisions from California Corporations Code sections 1600-1605, which provide responsibilities and rights pertaining to requests for corporation information, books and records.
Note that the below provisions apply to California domestic corporations and also to foreign (non-California incorporated) corporations that meet certain requirements.
Also note that LLC entities have their own separate Corporation Code provisions pertaining to information, books and records – while the LLC provisions are similar in nature, they are also more detailed.
Finally, also note that requests for information, books and records should be worded appropriately with sufficient detail and specificity.
There are also provisions for enforcing in a court of law information, books and records requests that are not satisfied.
Best to you. David Tate, Esq., Royse Law Firm, Menlo Park, California
The following are select relevant provisions from California Corporations Code sections 1600-1605, which provide responsibilities and rights pertaining to requests for corporation information, books and records.
California Corporations Code §1600 (in relevant part, underline added, applies to both California domestic corporations and foreign corporations having their principal executive office in California or customarily holding meetings of its board in California)
(a) A shareholder or shareholders holding at least 5 percent in the aggregate of the outstanding voting shares of a corporation or who hold at least 1 percent of those voting shares and have filed a Schedule 14A with the United States Securities and Exchange Commission (or in case the corporation is a bank the deposits of which are insured in accordance with the Federal Deposit Insurance Act, have filed a Form F-6 with the appropriate federal bank regulatory agency) shall have an absolute right to do either or both of the following: (1) inspect and copy the record of shareholders’ names and addresses and shareholdings during usual business hours upon five business days’ prior written demand upon the corporation, or (2) obtain from the transfer agent for the corporation, upon written demand and upon the tender of its usual charges for such a list (the amount of which charges shall be stated to the shareholder by the transfer agent upon request), a list of the shareholders’ names and addresses, who are entitled to vote for the election of directors, and their shareholdings, as of the most recent record date for which it has been compiled or as of a date specified by the shareholder subsequent to the date of demand. The list shall be made available on or before the later of five business days after the demand is received or the date specified therein as the date as of which the list is to be compiled. A corporation shall have the responsibility to cause its transfer agent to comply with this subdivision.
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(c) The record of shareholders shall also be open to inspection and copying by any shareholder or holder of a voting trust certificate at any time during usual business hours upon written demand on the corporation, for a purpose reasonably related to such holder’s interests as a shareholder or holder of a voting trust certificate.
California Corporations Code §1601 (in relevant part, underline added)
(a) The accounting books and records and minutes of proceedings of the shareholders and the board and committees of the board of any domestic corporation, and of any foreign corporation keeping any such records in this state or having its principal executive office in this state, shall be open to inspection upon the written demand on the corporation of any shareholder or holder of a voting trust certificate at any reasonable time during usual business hours, for a purpose reasonably related to such holder’s interests as a shareholder or as the holder of such voting trust certificate. The right of inspection created by this subdivision shall extend to the records of each subsidiary of a corporation subject to this subdivision.
California Corporations Code §1602 (in relevant part, underline added)
Every director shall have the absolute right at any reasonable time to inspect and copy all books, records and documents of every kind and to inspect the physical properties of the corporation of which such person is a director and also of its subsidiary corporations, domestic or foreign. Such inspection by a director may be made in person or by agent or attorney and the right of inspection includes the right to copy and make extracts. This section applies to a director of any foreign corporation having its principal executive office in this state or customarily holding meetings of its board in this state.
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