Corporate Shareholder Books-and-Records Inspection Requirements in New York
At a glance
| Governing law, entity, holder, records, and scope | N.Y. Bus. Corp. Law §§ 607, 624; ordinary domestic business corporation; record shareholder and voting-trust certificate holder; broader court/common-law and director rights outside statutory baseline |
|---|---|
| Record or beneficial owner, duration, percentage, and proof | Record shareholder; voting-trust certificate holder treated as shareholder; no duration/percentage floor. Beneficial-owner information furnished only if requested and already in corporation's possession (§ 624(b)) |
| Demand form, signature, delivery, specificity, and wait | At least 5 days' written demand for shareholder minutes/record; agent/attorney authorization must meet proxy-writing rule. Financials use written request and reasonable preparation time; meeting list requested at or before meeting (§§ 607, 624) |
| Proper purpose, good faith, presumption, burden, and affidavit | Purpose reasonably related to shareholder interest. Inspection may be denied if requester refuses affidavit disclaiming outside-business purpose and 5-year list sale/offer or procurement assistance; no express burden allocation (§ 624(b)-(c)) |
| Core books, minutes, ledgers, governing documents, and voting agreements | Corporation must keep account books plus shareholder, board, and executive-committee minutes; express shareholder route covers shareholder minutes and shareholder record, not general account books or board minutes (§ 624(a)-(b)) |
| Emails, electronic records, subsidiaries, and exclusions | Required books/minutes/records may be written or convertible to writing. Requested information supplied in writing and every format corporation maintains, but no other format; no express email, text, or subsidiary-record route (§ 624(a)-(b)) |
| Shareholder lists, financial statements, communications, and meeting access | Shareholder record includes names, addresses, holdings/classes, and record dates; requested beneficial-owner data only if possessed. Annual balance sheet/P&L plus most recent distributed/public interim; certified meeting list on request at or before meeting (§§ 607, 624) |
| Location, hours, copies, format, cost, agent, and confidentiality | Corporation/transfer-agent office in NY; usual hours; in person/authorized agent/attorney; make extracts; written plus maintained formats. No express copy-cost or confidentiality condition in § 624 |
| Court compulsion, expedited process, fees, and protective orders | Supreme Court in judicial district of corporate office; court-directed notice, order to show cause, summary hearing by affidavit/otherwise, compelled access and just/proper relief. General production power preserved; no statutory fee shifting stated (§ 624(d), (f)) |
| Penalties, defenses, misuse, public-company, litigation, and dispute boundaries | Affidavit refusal permits denial; affidavit covers collateral-business purpose and shareholder-list sale/offer or assistance within 5 years. No statutory damages/fee penalty; books are prima facie evidence; broader court/common-law and litigation rights separate (§ 624(c), (f)-(g)) |
Requirements one by one
The express demand route belongs to record holders
The statute requires at least five days' written demand from a shareholder of record. A voting-trust certificate holder is treated as a shareholder, but a beneficial owner who is not otherwise a record holder is not separately named as a demanding shareholder. The corporation must provide beneficial-owner information only when the request includes it and only to the extent that the information is already in the corporation's possession (§ 624(b)).
Required recordkeeping is broader than the express inspection list
Section 624(a) requires complete account books plus shareholder, board, and executive-committee minutes. The express five-day shareholder route in Section 624(b), however, names the minutes of shareholder proceedings and the shareholder record. It does not state an automatic statutory right to the general account books or board and executive-committee minutes (§ 624(a)-(b)).
The corporation can demand a particular affidavit
The shareholder's purpose must be reasonably related to the shareholder interest. The corporation may deny the statutory inspection if the requester refuses an affidavit stating that the inspection is not sought for an outside business or object and that the requester has not, within five years, sold or offered a shareholder list for sale or helped another person procure one for that purpose (§ 624(c)). The affidavit and summary-refusal provisions appear together in § 624(c)-(d).
Format and financial statements have separate rules
The corporation must make requested Section 624(b) information available in writing and every other format in which it maintains the information, but need not create another format. On any shareholder's written request, it must give or mail the prior fiscal year's annual balance sheet and profit-and-loss statement, plus the most recent interim statements distributed to shareholders or made public. The corporation receives a reasonable time to prepare the annual statements (§ 624(b), (e)). The financial, general-court-power, and evidentiary provisions are grouped in § 624(e)-(g).
Refusal uses a summary Supreme Court route
The requester may apply to Supreme Court in the judicial district where the corporate office is located. After court-directed notice and an order to show cause, the court hears the parties summarily by affidavit or otherwise and, if the applicant is qualified and entitled, compels inspection and may grant further just and proper relief. Section 624 also preserves the courts' broader power to compel production of corporate books and records (§ 624(d), (f)).
What trips people up
The meeting list is request-triggered rather than a ten-day premeeting inspection file. Section 607 requires a certified record-date list to be produced at the meeting when a shareholder requests it there or beforehand, and it becomes evidence when voting entitlement is challenged (§ 607).
Common questions
May an attorney make the inspection?
Yes, but the agent or attorney must be authorized in a writing satisfying the proxy-writing rule referenced in Section 624(b). The inspection occurs during usual business hours, and the statute permits the requester to make extracts.
Must the corporation obtain new beneficial-owner information?
No. It must supply beneficial-owner information already in its possession from brokers, banks, or other fiduciary entities, but Section 624(b) expressly says it need not obtain information it does not possess.
Does Section 624 guarantee attorney fees after refusal?
No automatic fee award appears in the statute. The court may compel access and grant further just and proper relief, but the text does not state a fee-shifting formula comparable to some other states.
Statutes and sources
- N.Y. Bus. Corp. Law § 624. Required recordkeeping, record-holder demand, purpose, affidavit, formats, beneficial-owner information, court procedure, financial statements, broader court power, and evidentiary effect. Official New York Senate text, accessed August 25, 2026.
- N.Y. Bus. Corp. Law § 607. Meeting shareholder-list production and evidentiary use. Official New York Senate text, accessed August 25, 2026.
Official sources: New York Business Corporation Law § 624 and § 607.
Source links
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