Corporate Shareholder Books-and-Records Inspection Requirements in Connecticut

At a glance

Requirements one by one

Connecticut calls Sections 33-600 through 33-998 the Connecticut Business Corporation Act. The ordinary domestic entity is a Connecticut stock corporation (§§ 33-600, 33-602).

Signed notice starts both inspection tiers

Both tiers require signed written notice to the corporation at least five business days before the requested inspection date (§ 33-946(a), (c)). The statute does not add an oath, verification, named recipient, or delivery address.

The broader demand must describe the purpose and requested records with reasonable particularity. The shareholder must act in good faith for a proper purpose, and the records must be directly connected with that purpose (§ 33-946(d)). The principal-office tier does not import those conditions.

The direct tier includes furnished financial statements

During regular business hours at the principal office, the shareholder may inspect and copy the current certificate and bylaws, outstanding-share class resolutions, three years of shareholder minutes and actions, three years of general communications including furnished financial statements, current directors and officers, and the latest annual report (§§ 33-945(e), 33-946(a)).

The certificate or bylaws cannot abolish or limit this right (§ 33-946(e)). For the inspection section, shareholder includes a beneficial owner whose shares are held in a voting trust or by a nominee, without a duration, percentage, or separate proof-document condition (§ 33-946(g)).

Broader minutes, accounting records, and the shareholder record add purpose conditions

The second tier reaches excerpts from shareholder, board, and board-substitute committee minutes and actions not already direct, accounting records, and the shareholder record. Inspection occurs during regular business hours at a reasonable corporation-specified location after the same signed five-business- day notice (§ 33-946(c)-(d)).

A shareholder's agent or attorney has the same rights. The corporation may answer a shareholder-record demand at its own expense with a list compiled no earlier than the demand date (§ 33-947(a), (c)).

Electronic records, copies, and costs are express

Records may be documents, expressly including electronic records, or another form capable of paper conversion within a reasonable time (§ 33-945(d)). If reasonable, the shareholder may request copies by electronic transmission when that form is available (§ 33-947(b)).

The corporation may charge estimated labor and material cost for production, reproduction, or transmission, but no more (§ 33-947(d)). The statute does not separately enumerate email, text messages, metadata, informal communications, or general subsidiary records as inspection categories.

Meeting lists and late-acquired voting rights use separate routes

The meeting notice list is available from two business days after notice through the meeting; a distinct voting list is available promptly after its record date. Access may be at the principal office, an identified meeting-city location, or a reasonably accessible network. Copying on written demand imports the broader-tier purpose tests and is at shareholder expense (§ 33-704).

A person who becomes a shareholder after the notice record date but may vote at the meeting can request the notice and other meeting information unless the corporation made it generally available on its website or by another recognized means. Failure to provide it does not invalidate meeting action (§ 33-946(b)).

Annual financial statements generally go to every shareholder

Except for a corporation required to file financial reports with the Banking Commissioner, Insurance Commissioner, or Public Utilities Regulatory Authority, the corporation must furnish annual balance-sheet, income-statement, and equity- change information. If the corporation prepares financials on generally accepted accounting principles, the annual statements use that basis too (§ 33-951(a)).

The statements go to each shareholder within 120 days after fiscal-year close. A missed recipient may request the latest statements. Electronic delivery must use a manner authorized by that shareholder, and a public corporation may use a method permitted by applicable SEC rules (§ 33-951(c)).

What trips people up

The superior court for the principal-office judicial district—or the registered- office district if no Connecticut principal office—may summarily order direct- tier access at corporate expense. It handles a qualifying broader-record application on an expedited basis (§ 33-948(a)-(b)).

If access is ordered, the corporation also pays the shareholder's expenses unless it proves a good-faith refusal based on reasonable doubt about the inspection right. The Act defines expenses to include reasonable counsel fees. The court may restrict use or distribution (§§ 33-602(15), 33-948(c)-(d)).

The meeting-list route separately permits a summary order at corporate expense and postponement until inspection or copying is complete. Failure to prepare or provide the list does not itself invalidate meeting action (§ 33-704(d)-(e)).

Common questions

Must unaudited financial statements carry an explanation?

Yes. If a public accountant did not report on them, the president or person responsible for the accounting records must state the believed accounting basis and describe any inconsistency from the preceding year's basis (§ 33-951(b)).

Does Connecticut guarantee production in a requested electronic format?

Only if reasonable, available, and requested. Section 33-947(b) expressly allows electronic transmission under those conditions; it does not promise every native format or metadata set.

Does a refused demand create fixed damages?

No. The inspection provisions authorize access, expenses, use or distribution restrictions, and meeting postponement, but state no fixed damages or percentage penalty.

Statutes and sources

• Conn. Gen. Stat. §§ 33-600 and 33-602 — Act title, covered domestic stock corporation, and expenses definition. Official Connecticut General Statutes, accessed August 25, 2026.
• Conn. Gen. Stat. § 33-704 — meeting lists, physical and network access, copying, summary relief, postponement, and validity rule. Official Connecticut General Statutes, accessed August 25, 2026.
• Conn. Gen. Stat. §§ 33-945 to 33-948 — retained records, inspection tiers, standing, signed notice, purpose conditions, electronic copies, costs, court relief, expenses, and restrictions. Official Connecticut General Statutes, accessed August 25, 2026.
• Conn. Gen. Stat. § 33-951 — annual financial contents, accounting basis, accompanying report or statement, 120-day delivery, electronic authorization, and public-company route. Official Connecticut General Statutes, accessed August 25, 2026.