Corporate Shareholder Books-and-Records Inspection Requirements in Illinois
At a glance
| Governing law, entity, holder, records, and scope | 805 ILCS 5/7.75; corporation/shareholder-of-record route; account records, minutes, filed voting trusts, shareholder record, extracts, financial statements |
|---|---|
| Record or beneficial owner, duration, percentage, and proof | Shareholder of record; no duration, percentage, or documentary-proof floor stated; beneficial owner not separately named in § 7.75(b) |
| Demand form, signature, delivery, specificity, and wait | Written demand on corporation stating records and purpose with particularity; no verification, delivery method, or fixed inspection wait stated. Financial request: 14-day rule (§ 7.75(b), (e)) |
| Proper purpose, good faith, presumption, burden, and affidavit | Proper purpose required. Shareholder proves it for account books/records; corporation disproves it for minutes, shareholder record, or filed voting trust; no affidavit stated (§ 7.75(b)-(c)) |
| Core books, minutes, ledgers, governing documents, and voting agreements | Books/records of account; shareholder, board, and committee minutes; filed voting-trust agreements; shareholder record. Articles and bylaws not named in § 7.75(a)-(b) |
| Emails, electronic records, subsidiaries, and exclusions | Generic books/records and extracts only; § 7.75 does not specifically name email, other electronic records or formats, metadata, or subsidiary records |
| Shareholder lists, financial statements, communications, and meeting access | Shareholder record is inspectable. On written request, latest year-end balance sheet and profit/loss statement mailed within 14 days or after availability, never later than 120 days after year-end; § 7.05 governs meeting attendance |
| Location, hours, copies, format, cost, agent, and confidentiality | Records kept at IL registered/principal office or IL transfer agent/registrar; examination at reasonable times, in person/by agent; extracts allowed. No express format, copy-cost, or confidentiality term (§ 7.75(a)-(b)) |
| Court compulsion, expedited process, fees, and protective orders | After refusal, circuit court in county of registered agent or principal office may compel by mandamus or otherwise; § 7.75 states no fixed expedited schedule, fee shift, or protective-order rule |
| Penalties, defenses, misuse, public-company, litigation, and dispute boundaries | Penalty up to 10% of share value plus other remedies; penalty defenses cover list sale/offer or procurement aid within 2 years and improper use from prior examination. Other substantive/discovery disputes remain separate (§ 7.75(d)) |
Requirements one by one
A record shareholder must make a particularized written demand
Section 7.75(b) gives the inspection right to a shareholder of record, acting in person or by an agent. The demand must be written and must state both the records sought and the inspection purpose with particularity. The section does not add a holding-period or minimum-percentage floor.
The burden changes with the requested category
Every statutory inspection must be for a proper purpose. For books or records of account, the shareholder must prove that purpose. For minutes, the shareholder record, or a voting-trust agreement, the corporation instead must prove that the shareholder lacks a proper purpose (§ 7.75(c)).
Inspection and financial statements use separate request tracks
The examination route covers account books and records, shareholder, board, and committee minutes, voting-trust agreements filed with the corporation, and the shareholder record, with a right to make extracts (§ 7.75(a)-(b)).
A written financial request has its own clock. The corporation must mail the latest fiscal-year balance sheet and profit-and-loss statement within 14 days after receiving the request. If they are not yet available, mailing is due within 14 days after availability and in all events within 120 days after the fiscal year closes (§ 7.75(e)).
Refusal opens a county-specific court route
After refusal, the shareholder may sue in the circuit court of the county where the registered agent or principal office is located. The court action may seek mandamus or another order compelling a proper examination (§ 7.75(c)). The section states no fixed summary schedule, attorney-fee shift, or express protective-order procedure.
What trips people up
The percentage remedy is a ceiling, not a fixed award. Section 7.75(d) permits a penalty of up to 10% of the value of the shareholder's shares, in addition to other available damages or remedies. The same subsection supplies penalty defenses when the claimant sold or offered a shareholder list for sale within two years, helped procure a list for that purpose, or improperly used information obtained in a prior examination.
The statute identifies where the corporation must keep the shareholder record, but it does not prescribe electronic production, a copy format or price, or a confidentiality agreement for the inspection route. It authorizes examination at reasonable times, in person or through an agent, and permits extracts (§ 7.75(a)-(b)).
Common questions
Does remote meeting participation replace the records demand?
No. Section 7.05 separately allows qualifying remote meeting participation and requires space-permitting attendance for a shareholder entitled to vote, subject to meeting rules. Inspection still follows the written-demand procedure in § 7.75(b).
Does an inspection order decide a misconduct or derivative claim?
No. Section 7.75(c) addresses whether to compel the statutory examination and allocates the proper-purpose burden. It does not resolve a separate claim about misconduct, fiduciary duty, valuation, oppression, or discovery.
Statutes and sources
- 805 ILCS 5/7.75(a)-(b). Requires account books, minutes, and a shareholder record and gives a record shareholder a proper-purpose examination and extracts route after particularized written demand. Official ILGA text: https://ilga.gov/documents/legislation/ilcs/documents/080500050K7.75.htm (accessed 2026-08-25).
- 805 ILCS 5/7.75(c). Supplies the circuit-court route and category-specific burdens. Same official source and access date.
- 805 ILCS 5/7.75(d). Supplies the percentage penalty and penalty defenses. Same official source and access date.
- 805 ILCS 5/7.75(e). Supplies the financial-statement request deadlines. Same official source and access date.
- 805 ILCS 5/7.05. Separately governs in-person and remote shareholder meeting participation. Official ILGA text: https://ilga.gov/documents/legislation/ilcs/documents/080500050K7.05.htm (accessed 2026-08-25).
Source links
Every statute quoted above, linked, with the date we checked it.
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