Corporate Shareholder Books-and-Records Inspection Requirements in Michigan

At a glance

Requirements one by one

Standing starts with the record holder

The ordinary demand belongs to a shareholder of record. A voting-trust certificate holder is expressly deemed a shareholder for the records provisions. A corporation may separately recognize a nominee's beneficial owner as a shareholder, but its procedure determines the extent of that recognition (§ 450.1432(1)-(2); § 450.1487(7)). The statute states no holding-period or percentage floor.

The demand is particularized and delivered to a named place

The written demand must describe the purpose and requested records with reasonable particularity, and the records must be directly connected to that purpose. Proper purpose means one reasonably related to the person's shareholder interest. Delivery goes to the Michigan registered office or the principal place of business. An attorney or other agent must include a power of attorney or other written authority (§ 450.1487(2)).

The burden changes for the shareholder list

For books and records other than the stock ledger or shareholder list, the shareholder first establishes a compliant demand, proper purpose, and direct connection. For the stock ledger or list, after demand compliance is shown, the corporation must establish improper purpose or lack of direct connection (§ 450.1487(3)).

Five business days opens the court route

If inspection is not permitted within five business days after receipt of a compliant demand, or the corporation imposes unreasonable conditions, the shareholder may apply to circuit court in the county of the principal place of business or registered office. The court may impose conditions and limitations, grant other just relief, and require records or authenticated copies to be brought into and kept in Michigan (§ 450.1487(3)).

An inspection order generally shifts costs and reasonable attorney fees unless the corporation proves a good-faith refusal based on reasonable doubt about the right to inspect (§ 450.1487(5)-(7)).

Copying and conversion are express rights

Inspection includes copies and extracts and, when reasonable, photographic, xerographic, or other corporation-supplied copies. The shareholder may be charged reasonable labor-and-material cost. Separately, a nonwritten corporate record must be converted to written form without charge unless the entitled person requests otherwise (§ 450.1485; § 450.1487(6)).

What trips people up

The financial-statement request is separate from the inspection-demand process. On a shareholder's written request, the corporation must mail the prior fiscal year's balance sheet and income statement and, if it prepared one, the statement of source and application of funds. Section 450.1487(1) states no mailing deadline and does not repeat the inspection demand's proper-purpose language.

The meeting voting list is separate too. It must be produced and inspectable throughout the meeting, including on an accessible electronic network for a remote-only meeting. A good-faith sufficient-votes challenge after noncompliance adjourns the meeting, but noncompliance does not invalidate action taken before the challenge (§ 450.1413(1)-(2)).

Common questions

Can corporate records be kept outside Michigan?

Yes, unless the bylaws provide otherwise, the account books, records, and minutes may be kept outside the state. The court may nevertheless require records, extracts, or authenticated copies to be brought into and kept in Michigan on prescribed terms (§ 450.1485; § 450.1487(3)).

Is every beneficial owner automatically entitled to inspect?

No. A voting-trust certificate holder has express standing. For shares held in a nominee's name, the corporation may establish a recognition procedure and may define the rights, proof, duration, and other terms of recognition (§ 450.1432(1)-(2)).

Statutes and sources

• Mich. Comp. Laws § 450.1485. Governs corporate books, minutes, shareholder records, storage location, form, and free conversion. Official MCL text: https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-1485 (accessed 2026-08-25).
• Mich. Comp. Laws § 450.1487(1)-(7). Governs financial requests, inspection demands, purpose, burdens, court relief, fees, copying, and voting- trust standing. Official MCL text: https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-1487 (accessed 2026-08-25).
• Mich. Comp. Laws § 450.1413(1)-(2). Governs the meeting voting list and challenge consequence. Official MCL text: https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-1413 (accessed 2026-08-25).
• Mich. Comp. Laws § 450.1432(1)-(2). Governs optional recognition of a nominee's beneficial owner. Official MCL text: https://www.legislature.mi.gov/Laws/MCL?objectName=mcl-450-1432 (accessed 2026-08-25).