Corporate Shareholder Books-and-Records Inspection Requirements in Montana

At a glance

Requirements one by one

The Montana Business Corporation Act separates direct principal-office records, purpose-tested internal records, meeting lists, and requested annual financial statements (§ 35-14-101).

Both inspection tiers require signed five-business-day notice

The shareholder gives the corporation signed written notice at least five business days before the requested inspection date for either tier. The broader demand must also particularly describe the purpose and requested records (§ 35-14-1602(1)-(3)). The statute adds no oath, verification, named recipient, or prescribed delivery method.

For § 35-14-1602, shareholder expressly includes a record shareholder, beneficial shareholder, and unrestricted voting-trust beneficial owner. The section states no duration, percentage, or separate ownership-document condition (§ 35-14-1602(8)).

The direct tier excludes board and committee records

The direct tier reaches current articles and bylaws, dependent-fact notices, three years of general shareholder communications, all shareholder minutes and written actions, current directors and officers, and the latest annual report (§§ 35-14-1601(1), 35-14-1602(1)).

Although the retention provision also names board and committee minutes and actions, the direct-access provision expressly excludes them. The articles or bylaws cannot abolish or limit the inspection right (§ 35-14-1602(6)).

Financials, accounting, board records, and the shareholder record form the broader tier

Purpose-tested records are the last three fiscal years of prepared annual financial statements and related audit or other reports, accounting records, board and committee minute or action excerpts, and the current shareholder record (§§ 35-14-1601(2)-(4), 35-14-1602(2)).

Inspection occurs during regular business hours at a reasonable location selected by the corporation. The corporation may impose reasonable confidentiality, use, or distribution restrictions on this tier (§ 35-14-1602(2), (4)). The listed categories do not expressly include voting agreements, internal email or text messages, metadata, native-format data, or general subsidiary records.

The corporation chooses a reasonable copying method

A shareholder may appoint an agent or attorney. If reasonable, the corporation may furnish photocopies or use another means it chooses, including electronic transmission. It may charge a reasonable estimated cost for providing copies (§ 35-14-1603(1), (2), (4)).

For a shareholder-record demand, the corporation may instead provide, at its own expense, a list compiled no earlier than the demand date (§ 35-14-1603(3)). The electronic-copy option does not grant a shareholder the right to select a native format or metadata set.

Meeting lists support physical, electronic, and remote access

The shareholder notice list becomes available two business days after meeting notice and may be kept at the principal office, the noticed place in the meeting city, or on a reasonably accessible electronic network. A separate voting list is available promptly after its record date (§ 35-14-720(1)-(2)).

The list remains available during a physical meeting or on a reasonably accessible electronic network during a remote-only meeting. On written demand, a record shareholder, agent, or attorney may inspect during regular business hours; copying is at the shareholder's expense and imports the proper-purpose conditions of § 35-14-1602(3). The court may summarily order access at corporate expense and postpone the meeting; refusal does not invalidate action (§ 35-14-720(2)-(5)).

Annual financial statements are request-only and due within five business days

On a record shareholder's written request, the corporation must deliver or make available the latest fiscal year's prepared annual financial statements within five business days. Prepared GAAP statements and any public-accountant report must accompany the response. Website posting or another generally recognized method may be used, with written notice of availability (§ 35-14-1620(1)-(2)).

The corporation may require reasonable confidentiality, use, and distribution restrictions. It may decline after reasonably determining that the request was not made in good faith or for a proper purpose (§ 35-14-1620(4)). An SEC-permitted delivery or availability method is also allowed (§ 35-14-1620(3)).

What trips people up

• The standing expansion is section-specific. Section 35-14-1602 includes beneficial and voting-trust beneficial owners. The chapter's general definition—and therefore the separate meeting-list and financial routes—uses record shareholder (§ 35-14-140(49)).
• Meeting-list copying has a purpose test. Electronic availability does not remove the good-faith, proper-purpose, particularity, and direct-connection conditions incorporated from § 35-14-1602(3).
• The records court route shifts expenses. Under § 35-14-1604, the direct route is summary and the broader route is expedited; the section also permits restrictions and states the good-faith defenses to the expense award.
• The financial route has its own court burdens. In an expedited proceeding, the corporation must prove that proposed restrictions or its bad-faith or improper-purpose determination was reasonable (§ 35-14-1620(5)).

Common questions

Does Montana impose fixed damages for refusal?

No. The surveyed provisions provide access orders, restrictions, expenses, and meeting postponement, but state no fixed dollar or percentage penalty.

Do expense awards include attorney fees?

Yes. Section 35-14-140(18) defines expenses to include attorney fees. The broader-record and financial provisions state the defenses that can avoid an award.

Can a shareholder demand electronic copies?

The corporation may choose electronic transmission as a reasonable way to satisfy copying. The statute does not give the shareholder control over the production method or native format (§ 35-14-1603(2)).

Statutes and sources

• Mont. Code Ann. §§ 35-14-101 and 35-14-140 — Act, entity, holder, document, expense, and writing definitions.
• Mont. Code Ann. § 35-14-720 — meeting lists, electronic and remote access, copying, summary relief, postponement, and validity.
• Mont. Code Ann. §§ 35-14-1601 to 35-14-1604 — retained records, two inspection tiers, standing, signed notice, purpose and restriction conditions, agents, copies, charges, and court relief.
• Mont. Code Ann. § 35-14-1620 — requested annual financial statements, five-business-day response, restrictions, court burdens, and expenses.

All were fetched from the current official Montana Code Annotated and accessed August 25, 2026.