Corporate Shareholder Books-and-Records Inspection Requirements in Louisiana

At a glance

Requirements one by one

The enumerated tier has no ownership or purpose floor

For Section 12:1-1602, “shareholder” includes a record shareholder, beneficial shareholder, and unrestricted voting-trust beneficial owner. After signed written notice at least five business days before the desired date, any covered holder may inspect and copy the enumerated records during regular business hours at the principal office (§ 12:1-1602(A), (G)). The statute states no duration, percentage, ownership-document, or proper-purpose condition for this tier.

The enumerated list includes current articles and bylaws, outstanding-share class resolutions, three years of shareholder minutes and written consents, three years of general shareholder communications and furnished financials, current directors and officers, the latest secretary-of-state annual report, and any current unanimous governance agreement (§ 12:1-1601(E)).

Any and all records require six months, 5%, and purpose

The broader route reaches “any and all” corporate records but ordinarily requires the demanding shareholder to hold at least 5% of an issued class for the preceding six months. A smaller holder may qualify by delivering written consents from other shareholders who, together with the demander, own the required percentage for the required period (§ 12:1-1602(C)).

That tier also requires signed written notice at least five business days in advance, good faith and a proper purpose, reasonable particularity for purpose and records, and a direct connection between the two (§ 12:1-1602(C)-(D)). It is the route for records outside the principal-office list, including permanent board and committee minutes and actions, accounting records, and the shareholder record maintained under Section 12:1-1601(A)-(C).

Electronic form and copying are expressly addressed

A corporate record may be a document including an electronic record or another form capable of conversion into paper within a reasonable time (§ 12:1-1601(D)). A writing may therefore be electronic under Section 12:1-140's definitions.

If reasonable, the copy right includes xerographic or other copies and an electronic transmission when that method is available and the shareholder requests it. The corporation may provide a freshly compiled shareholder list at its own expense instead of opening the shareholder record. Other copy charges may cover labor and material but cannot exceed estimated production, reproduction, or transmission cost (§ 12:1-1603).

Meeting-list copying imports the broader test without its ownership floor

The meeting list becomes available two business days after meeting notice and remains available through the meeting at the principal office or a noticed place in the meeting city. Any shareholder, agent, or attorney may inspect it; copying on written demand is at the shareholder's expense and imports the Section 12:1-1602(C) requirements except the percentage and duration conditions (§ 12:1-720(B)). The list must also be available throughout the meeting and any adjournment.

A separate annual report provides financial information

Once each calendar year, a shareholder may request a report of financial information by written notice specifying a postal address and, optionally, an email address. The corporation must deliver it promptly (§ 12:1-1620(A)).

The report covers the last fiscal year that ended at least four months before the notice became effective. It includes a balance sheet, income statement, statement of changes in shareholder equity, and—if ordinarily prepared—a cash- flow statement. It may consolidate or combine subsidiaries; GAAP and public- accountant report rules follow the corporation's own preparation and reporting (§ 12:1-1620(B)-(C)).

What trips people up

The district court in the parish of the principal office—or registered office if there is no Louisiana principal office—may order inspection and copying in a summary proceeding after the corporation fails to allow compliant access within a reasonable time. If the holder was entitled under the enumerated tier, copies are ordered at corporation expense (§ 12:1-1604(A)).

Whenever the court orders access, it also orders the corporation to pay the shareholder's expenses unless the corporation proves a good-faith refusal based on reasonable doubt about the inspection right. The court may restrict use or distribution and retains power to deny access to confidential matters (§§ 12:1-1602(F)(2), 12:1-1604(C)-(D)).

The inspection right cannot be abolished or limited by the articles, bylaws, a unanimous governance agreement, or another agreement. Litigation access to the same extent as another litigant remains separate (§ 12:1-1602(E)-(F)).

Common questions

Can several small shareholders combine their holdings?

Yes for the any-and-all-records tier. The demanding shareholder may attach written consents from other shareholders who, together with the demander, own at least 5% of the relevant issued class for the required six-month period (§ 12:1-1602(C)).

Does the 5% and six-month rule apply to current bylaws?

No. Current bylaws are in the enumerated principal-office tier, which requires the signed five-business-day notice but not the broader ownership or purpose conditions (§§ 12:1-1601(E)(2), 12:1-1602(A)).

May the shareholder demand electronic copies?

If electronic transmission is available and requested, the reasonable copy right includes it. The corporation may charge no more than estimated production, reproduction, or transmission cost (§ 12:1-1603(B), (D)).

Does the financial report cover the current partial year?

Not under the once-yearly Section 12:1-1620 route. Its report covers the last fiscal year that ended at least four months before the shareholder's notice.

Statutes and sources

• La. R.S. § 12:1-140. Record, beneficial, and voting-trust ownership; document, electronic-record, and writing definitions. Official Louisiana Legislature, accessed August 25, 2026.
• La. R.S. § 12:1-720. Meeting-list timing, inspection, purpose-limited copying, expense, summary court relief, postponement, and validity. Official Louisiana Legislature, accessed August 25, 2026.
• La. R.S. § 12:1-1601. Permanent and principal-office record categories, accounting, shareholder record, electronic form, communications, and governance agreement. Official Louisiana Legislature, accessed August 25, 2026.
• La. R.S. § 12:1-1602. Covered holders, enumerated and any/all-record tiers, aggregation consents, purpose conditions, anti-limitation rule, litigation, and confidentiality boundaries. Official Louisiana Legislature, accessed August 25, 2026.
• La. R.S. § 12:1-1603. Agents, xerographic/electronic copies, fresh-list alternative, and copy charges. Official Louisiana Legislature, accessed August 25, 2026.
• La. R.S. § 12:1-1604. Summary court proceeding, corporation-paid direct- tier copies, expense shifting, defense, and use restrictions. Official Louisiana Legislature, accessed August 25, 2026.
• La. R.S. § 12:1-1620. Once-yearly financial report, prompt delivery, contents, subsidiary consolidation, accounting basis, and public-company alternative. Official Louisiana Legislature, accessed August 25, 2026.