Corporate Shareholder Books-and-Records Inspection Requirements in Nevada

At a glance

Requirements one by one

Nevada's Chapter 78 separates basic organizational and stock records from books of account and financial statements. It does not supply a single proper-purpose demand covering every corporate record.

The basic route uses a six-month-or-5% threshold

NRS § 78.105 permits inspection of three categories: Secretary-of-State- certified articles and amendments, officer-certified bylaws and amendments, and an annually revised stock ledger. The ledger identifies record holders, their known residences, and shares; absent manifest error or actual fraud, it conclusively determines record ownership.

The requester must have been a record stockholder for the preceding six months, or must hold—or have written authority from holders of—at least 5% of all outstanding shares. Voting-trust certificate holders count, but § 78.010 expressly excludes a beneficial owner who is not also on the stock ledger from the definition of stockholder of record.

At least five days' written demand must accompany an affidavit stating both that the inspection is not for a business or object outside the corporation's business and that the requester has not sold, offered to sell, or helped procure a corporate stockholder list for sale (§§ 78.105, 78.107).

Financial access requires 15% and carries different conditions

Under NRS § 78.257, a record stockholder owning at least 15%—or a person with written authorization from holders of at least 15%—may inspect and copy books of account and financial statements and conduct an audit. The demand again requires at least five days, but its affidavit states that the requested use is related to the person's stockholder interest.

The board may require the stockholder and every other person exercising the right to sign and comply with a confidentiality agreement reasonably related to the corporation's legitimate interests. The requester pays all copying and audit costs. The articles and bylaws cannot limit this statutory route.

The route does not apply when the corporation furnishes stockholders a detailed annual financial statement or filed all required Exchange Act reports during the preceding 12 months. Section 78.257(7) preserves the route for the stated 15% holder of a non-exchange-listed S corporation.

Electronic storage produces a paper-conversion right

NRS § 78.0297 permits stock ledgers, minute books, account books, financial records, and other regular-course records to be stored electronically, on an information system, or on a blockchain. A person otherwise entitled to inspect a record may request clear, legible paper conversion within a reasonable time. The storage rule does not independently expand the narrow categories available under §§ 78.105 and 78.257.

For the basic route, inspection occurs during usual business hours at the principal office or disclosed custodian. If those records are not available in Nevada after a proper demand, a further demand served on the registered agent requires paper or electronic copies within ten business days (§ 78.105(3)). A requester using an attorney or other agent must attach the stockholder's signed power of attorney. Reasonable photographic, xerographic, or other copying is allowed, and the corporation may charge reasonable labor, material, and copy costs.

A voting-trust agreement has its own open-access rule

NRS § 78.365(1) requires a duplicate voting-trust agreement to be filed at the registered office and kept open throughout its term to inspection by any stockholder or the stockholder's attorney. The section does not impose the six- month, 5%, five-day-demand, or affidavit conditions stated for § 78.105 records.

Chapter 78 separately requires meeting notice to record holders entitled to vote (§ 78.370), but the surveyed provisions create no distinct meeting voting- list inspection or general shareholder-communications route. Nor do they name ordinary board minutes, internal email, native files, metadata, or subsidiary records as an inspectable category.

Remedies and exposure depend on the route

For the § 78.105 route, a court may compel production of only the records listed in subsection 1 in a proper case. NRS § 78.107 emphasizes that this power does not create an independent inspection right. Failure to furnish the affidavit permits denial; stock-list sale history or an outside-business purpose is a defense to penalties or damages.

A corporation that neglects or refuses to keep the basic records open as required forfeits $25 to Nevada for every day of noncompliance. Willfully failing to make a proper ledger entry, permit a qualified inspection, or allow copies also makes the corporation liable for resulting damages (§ 78.105).

The financial route carries different exposure. A knowing and willful refusal by an officer or agent of a corporation keeping the records in Nevada produces a $100-per-day State forfeiture and liability for directly resulting damages. A prevailing stockholder recovers costs and reasonable attorney's fees, while a nonprevailing stockholder owes those costs and fees (§ 78.257).

What trips people up

• Owning shares beneficially may not be enough. The basic definition looks to the corporation's stock ledger and excludes a beneficial owner who is not also the record holder.
• The percentages unlock different records. Five percent can qualify a requester for articles, bylaws, and the stock ledger; books of account, financial statements, and an audit require the separate 15% route.
• Misuse can reach beyond denial. The financial route permits denial for past, attempted, current, or threatened unrelated or improper use. Unrelated use of information obtained through that section is a gross misdemeanor (§ 78.257(4)).
• Financial enforcement has two-way fee risk. The fee rule favors the prevailing party, not every demanding stockholder.

Common questions

May a shareholder inspect board minutes under these statutes?

Not through the express categories in §§ 78.105 or 78.257. Section 78.0297 recognizes that a corporation may store minute books electronically, but it only requires conversion for a person already entitled to inspect the record.

Does the corporation have to produce native electronic files?

No native-format right appears in the surveyed provisions. Section 78.0297 instead gives an entitled requester clear, legible paper conversion, while § 78.105's Nevada-unavailable-record route lets the corporation send paper or electronic copies.

Can the corporation require confidentiality?

For the 15% financial route, yes. The board may require an agreement with terms and scope reasonably related to protecting the corporation's legitimate interests. Sections 78.105 and 78.107 do not state a comparable confidentiality condition for the basic articles, bylaws, and stock-ledger route.

Statutes and sources

• NRS §§ 78.010, 78.0297, 78.105, 78.107, 78.257, 78.365, and 78.370 (official Nevada Legislature current Chapter 78, accessed August 25, 2026). The verbatim operative text is preserved in the frontmatter above.