Corporate Shareholder Books-and-Records Inspection Requirements in Arizona

At a glance

Requirements one by one

Both inspection tiers have the same ownership gate

Arizona does not give every shareholder the ordinary inspection routes. The requester must have been a record shareholder or record holder of a voting- trust beneficial interest for at least six months, or hold of record at least 5% of all outstanding shares. That gate applies both to the core tier and to the broader tier (A.R.S. § 10-1602(A)-(B)).

The independent court-power provision is different. On proof of proper purpose, a shareholder or voting-trust beneficial-interest holder may seek production regardless of ownership duration or number of shares (A.R.S. § 10-1602(E)(2)).

Written notice waits five business days

Both statutory tiers require written notice of demand as provided in § 10-141 at least five business days before the desired inspection date. The inspection section states no signature, verification, oath, or affidavit requirement (A.R.S. § 10-1602(A)-(B)).

For the broader tier, the demand must also be made in good faith for a proper purpose, describe the purpose and records with reasonable particularity, and seek records directly connected with that purpose (A.R.S. § 10-1602(C)). The core tier states no purpose test.

Core and broader categories remain separate

The core tier includes current articles and bylaws, outstanding-share class or series resolutions, three years of shareholder minutes and no-meeting actions, three years of general shareholder communications including furnished financials, the current director/officer list, the latest annual report, and a statutory shareholder agreement (A.R.S. §§ 10-1601(E), 10-1602(A)).

The broader tier covers remaining board, committee, and shareholder action materials, accounting records, the shareholder record, and the most recent financial statements showing assets, liabilities, and operating results (A.R.S. § 10-1602(B)).

Written-form conversion does not define every electronic record

Corporate records may be written or kept in another form capable of conversion into written form within a reasonable time (A.R.S. § 10-1601(D)). The core tier includes written communications to shareholders generally for three years, but the surveyed provisions do not separately classify email, text, metadata, or informal communications as a general inspection category.

The statutes state no general subsidiary-record route. Annual financial statements, however, may be consolidated or combined with one or more subsidiaries as appropriate (A.R.S. § 10-1620(A)).

Copy method and cost are bounded

An agent or attorney has the shareholder's inspection and copying rights. If reasonable, copying includes photographic, xerographic, or other copies. The corporation may charge no more than estimated labor-and-material production or reproduction cost (A.R.S. § 10-1603(A)-(C)).

For the shareholder record, the corporation may respond with a list compiled no earlier than the demand date (A.R.S. § 10-1603(D)). The ordinary provisions state no express corporate confidentiality condition, while a court order may restrict later use or distribution.

Court relief can expose either side to fees

For core records, the court in the county of the corporation's known place of business may summarily order inspection and copying at corporate expense. For broader records, the shareholder applies in the principal-office county and the court must proceed on an expedited basis (A.R.S. § 10-1604(A)-(B)).

After ordering inspection, the court must award shareholder costs and reasonable attorney fees unless the corporation proves a good-faith refusal based on a reasonable doubt about the inspection right. If the demand is denied in whole or material part, the court may instead order the shareholder to pay some or all corporate costs and reasonable attorney fees. The order may restrict use or distribution (A.R.S. § 10-1604(C)-(D)).

Meeting-list inspection is broader than copying

The alphabetical meeting list shows addresses and shares by voting group, class, and series. It becomes available two business days after meeting notice and remains available through the meeting at the principal office, a specified transfer-agent office, or another identified place in the meeting city (A.R.S. § 10-720(A)-(B)).

Any shareholder, agent, or attorney may inspect on written demand. Copying imports the good-faith, proper-purpose, particularity, and direct-connection test. A court may summarily compel inspection or copying at corporate expense and postpone the meeting; failure does not invalidate prior meeting action (A.R.S. § 10-720(B), (D)-(E)).

Annual financial statements go to every shareholder

The corporation furnishes annual statements with a balance sheet, income statement, and statement of changes in shareholders' equity, accompanied by the accountant's report or the responsible-person accounting statement. It must mail or transmit them to each shareholder within 120 days after fiscal year close (A.R.S. § 10-1620(A)-(C)).

On a shareholder's written request, the corporation must mail or transmit that shareholder the latest annual financial statements. That request route is separate from the five-business-day inspection procedure.

What trips people up

• The six-month-or-5% gate applies to both ordinary tiers. Arizona does not reserve it only for accounting and board records.
• The court route drops the ownership gate. Proper purpose still must be proved.
• Meeting-list copying imports the broader test. Inspection itself is open to any shareholder on written demand.
• Fee exposure runs both ways. A materially denied demand can support an award of corporate costs and attorney fees against the shareholder.

Common questions

May a new small shareholder inspect the bylaws?

Not through the ordinary subsection A route unless the shareholder satisfies the 5% alternative. The independent court route remains available on proof of proper purpose without the duration or percentage floor.

Is an oath required for the demand?

No oath, verification, or affidavit requirement appears in § 10-1602. It requires written notice at least five business days ahead.

May the corporation charge for copies?

Yes, but no more than the estimated cost of labor and material for production or reproduction.

Are annual financial statements request-only?

No. They must be mailed or transmitted to every shareholder within 120 days after fiscal year close, and the latest statements must also be sent on written request.

Statutes and sources

• A.R.S. §§ 10-1601 to -1604 — records maintained, ownership gate, two inspection tiers, purpose, copies, cost, court relief, fees, and restrictions. Official Title 10 index.
• A.R.S. § 10-1620 — annual financial statements, accounting reports, 120-day delivery, and written requests. Official statute.
• A.R.S. § 10-720 — meeting list, inspection, copying conditions, court relief, postponement, and validity. Official statute.