Corporate Shareholder Books-and-Records Inspection Requirements in New Hampshire

At a glance

Requirements one by one

The New Hampshire Business Corporation Act separates direct principal-office records, purpose-tested internal records, meeting lists, and annual financial statements. It also adds an administrative route for a narrow meeting-business shareholder-list dispute (§ 293-A:1.01).

Both record 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 shareholder's purpose and requested records (§ 293-A:16.02(a), (c)-(d)). The statute adds no oath, verification, or prescribed delivery address.

For the inspection section, shareholder includes a beneficial owner whose shares are held in a voting trust or by a nominee. The general definition also recognizes beneficial-owner rights granted by a nominee certificate on file (§§ 293-A:1.40(21), 293-A:16.02(i)). No duration or percentage floor appears.

The direct tier has no purpose test

During regular business hours at the principal office, the shareholder may inspect and copy current articles and bylaws, dependent-fact notices, outstanding-share-class resolutions, three years of shareholder minutes and actions, three years of general shareholder communications and furnished financials, current directors and officers, and the latest annual report (§§ 293-A:16.01(e), 293-A:16.02(a)).

The articles or bylaws cannot abolish or limit the statutory inspection right (§ 293-A:16.02(g)).

Broader records require good faith, purpose, particularity, and connection

The broader tier reaches other shareholder minutes and actions, board and committee minute or action excerpts, accounting records, and the shareholder record. Inspection occurs during regular business hours at a reasonable corporation-specified location (§ 293-A:16.02(c)).

The demand must be made in good faith for a proper purpose, reasonably particularize the purpose and records, and seek records directly connected with the purpose (§ 293-A:16.02(d)). The statute states no affidavit or presumption.

A meeting-business list demand has an administrative route

After a corporation refuses a written demand for the names and addresses of shareholders entitled to meeting notice, a shareholder seeking to communicate about an item of business in that notice may petition the secretary of state. The secretary confirms shareholder status, meeting notice, and the demand's stated communication purpose (§ 293-A:16.02(e)).

After confirmation, the hearing must be scheduled no later than ten business days. The presiding officer decides proper purpose and good faith and orders compliance if the conditions are met. Failure by the corporation to attend can produce a final default order (§ 293-A:16.02(e)). A nonfinal order or refusal is appealable to the proper superior court or its business and commercial dispute docket; final orders may be enforced through injunction or other equitable relief (§ 293-A:16.02(f)).

Available electronic copies may be requested

An agent or attorney has the shareholder's inspection and copying rights. Reasonable copying includes electronic transmission if available and requested by the shareholder (§ 293-A:16.03(a)-(b)). Records may themselves be electronic or another form capable of paper conversion within a reasonable time (§ 293-A:16.01(d)).

The corporation may charge no more than estimated labor-and-material cost of production, reproduction, or transmission. It may instead provide, at its own expense, a shareholder list compiled no earlier than the demand date (§ 293-A:16.03(c)-(d)). The statute does not separately identify internal email, texts, metadata, native-format data, voting agreements, or general subsidiary records as inspectable categories.

Meeting lists and annual financials operate separately

The meeting notice list is available beginning two business days after meeting notice; the voting list is available promptly after its record date and at the meeting. Written-demand copying imports the broader proper-purpose conditions and is at the shareholder's expense (§ 293-A:7.20(a)-(c)). The superior court may summarily order access at corporate expense and postpone the meeting; refusal does not invalidate action (§ 293-A:7.20(d)-(e)).

Annual financial statements go to each shareholder within 120 days after fiscal-year close. They may combine or consolidate subsidiaries, must use GAAP if the corporation prepared GAAP statements, and carry the specified accountant or internal accounting report. A shareholder not sent them may request the latest statements in writing (§ 293-A:16.20). A public corporation may use an SEC-permitted delivery or availability method.

What trips people up

• The secretary-of-state route is narrow. It is for a refused list demand made to communicate about business already identified in a shareholder- meeting notice, not every books-and-records dispute.
• A ten-business-day figure controls scheduling, not the decision. The hearing is scheduled within that period after the secretary confirms the threshold facts (§ 293-A:16.02(e)).
• Court relief follows the record tier. Direct-tier access may be summarily ordered at corporate expense; the broader-record application is expedited. An order shifts shareholder expenses unless the corporation proves a good- faith refusal based on reasonable doubt, and the court may restrict use or distribution (§ 293-A:16.04).

Common questions

Does New Hampshire impose fixed damages for refusal?

No. The surveyed provisions authorize administrative and court orders, expenses, use restrictions, meeting postponement, injunctions, and equitable relief, but state no fixed dollar or percentage penalty.

Can a beneficial owner use the inspection section?

Yes. Section 293-A:16.02(i) includes a beneficial owner whose shares are held in a voting trust or by a nominee.

Are annual financial statements request-only?

No. Section 293-A:16.20 requires delivery to all shareholders within 120 days; written request is the fallback for a shareholder who was not sent them.

Statutes and sources

• RSA 293-A:1.01 and 293-A:1.40 — Act, entity, electronic record, expenses, public corporation, shareholder, signature, and writing definitions.
• RSA 293-A:7.20 — meeting notice and voting lists, demand, cost, summary relief, postponement, and validity.
• RSA 293-A:16.01 to 293-A:16.04 — retained records, two inspection tiers, standing, signed notice, proper purpose, administrative list route, copies, costs, superior-court relief, expenses, and restrictions.
• RSA 293-A:16.20 — annual financial statements, 120-day delivery, subsidiary statements, request fallback, and public-company method.

All appear in the current official merged Chapter 293-A text, accessed August 25, 2026.