Corporate Shareholder Books-and-Records Inspection Requirements in Georgia

At a glance

Requirements one by one

Georgia separates core records from broader business records

For the core records listed in § 14-2-1602(a), a shareholder gives at least five business days' written notice and inspects during regular business hours at the principal office. That tier includes current articles and bylaws, specified board resolutions, three years of shareholder minutes, waivers, consents, and general shareholder communications, current director and officer information, and the latest annual registration (§ 14-2-1602(a)-(b)).

Broader access under § 14-2-1602(c) covers other board and shareholder action records, accounting records, and the shareholder record. It uses the same five- business-day notice but at a reasonable location specified by the corporation.

The proper-purpose test applies only to the broader tier

The broader demand must be made in good faith for a proper purpose reasonably relevant to the shareholder's legitimate interest. It must describe the purpose and requested records with reasonable particularity, the records must be directly connected to the purpose, and they may be used only for that purpose (§ 14-2-1602(d)). The core-record tier does not state that test. The broader access, limitation, boundary, and standing provisions run through § 14-2-1602(c)-(g).

Beneficial owners qualify, but a narrow percentage limit is possible

For this inspection section, shareholder includes a beneficial owner whose shares are held through a voting trust or nominee. The articles or bylaws cannot abolish or limit the inspection right generally, but they may limit the broader subsection (c) right for a shareholder owning 2% or less of outstanding shares (§ 14-2-1602(e), (g)).

Copying and conversion costs follow different rules

An agent or attorney has the shareholder's inspection and copying rights. Reasonable photographic, xerographic, or other copies are available, and the corporation may charge no more than estimated labor-and-material production or reproduction cost. A nonwritten shareholder record, however, must be converted to written form without charge on the entitled person's written request (§ 14-2-1603(a)-(d)).

Court procedure changes with the inspection tier

For denied core-tier records, the superior court in the registered-office county may summarily order inspection and copying at the corporation's expense. For other qualifying records not allowed within a reasonable time, the same court handles the application on an expedited basis. If it orders access, it also shifts the shareholder's costs and reasonable attorney fees unless the corporation proves a good-faith refusal based on reasonable doubt about the right; the court may restrict use or distribution (§ 14-2-1604(a)-(d)).

What trips people up

The meeting list is a separate route. Section 14-2-720 makes it available on a reasonably accessible electronic network or during ordinary hours at the principal place of business and keeps it available throughout an in-person or remote meeting. Refusal at the meeting can produce a summary order at corporate expense and postponement, but refusal or failure does not invalidate action taken at the meeting (§ 14-2-720(a)-(d)).

Financial statements are also separate. They must be prepared within four months after year-end and before the annual meeting. On a written or electronic request, the corporation promptly mails the latest balance sheet and profit-and- loss statement to a shareholder of record; additional sources-and-applications and equity-change statements follow only if prepared for other purposes (§ 14-2-1620(a)-(b)).

Common questions

Are all corporate emails automatically inspectable?

No. The core tier expressly includes communications in writing or by electronic transmission sent to shareholders generally during the past three years. The surveyed statutes do not separately name all internal email, text messages, metadata, or subsidiary records (§ 14-2-1602(a)(6)).

Can the court limit what happens after production?

Yes. If the court orders inspection and copying, it may impose reasonable restrictions on the demanding shareholder's use or distribution of the records (§ 14-2-1604(d)). The demand's broader-tier stated-purpose-only rule also continues to apply.

Statutes and sources

• O.C.G.A. § 14-2-1601(a)-(d). Governs permanent minutes and consents, accounting and shareholder records, and written-form conversion. Public- domain Title 14 text: https://raw.githubusercontent.com/unicourt/cic-code-ga/master/transforms/ga/ocga/r86/gov.ga.ocga.title.14.html (accessed 2026-08-25).
• O.C.G.A. § 14-2-1602(a)-(g). Creates the two inspection tiers, notice and purpose rules, the 2% limitation option, litigation boundary, and beneficial- owner standing. Same source and access date.
• O.C.G.A. § 14-2-1603(a)-(e). Governs agents, copy methods and costs, conversion, and the current-list production option. Same source and date.
• O.C.G.A. § 14-2-1604(a)-(d). Governs summary and expedited court orders, costs, attorney fees, the good-faith defense, and use restrictions. Same source and date.
• O.C.G.A. § 14-2-720(a)-(d). Governs the meeting shareholder list and its separate court remedy. Same source and date.
• O.C.G.A. § 14-2-1620(a)-(b). Governs annual financial statements and shareholder requests. Same source and date.