Corporate Shareholder Books-and-Records Inspection Requirements in North Dakota

At a glance

Requirements one by one

North Dakota separates private corporations from federally reporting publicly held corporations. This page follows the ordinary private corporation while preserving the public-company boundary.

Specified private-company records are absolute and due in ten days

A record shareholder or voting-trust certificate holder of a corporation that is not publicly held has an absolute written-demand right to inspect and copy, personally or through a legal representative, at a reasonable time. The corporation must make the share register and specified records available within ten days after an officer receives the demand (§ 10-19.1-84(4)).

The specified set includes three years of shareholder and board proceedings, current articles and bylaws, required annual and qualifying interim financials, three years of general shareholder reports, current directors and principal officers, voting-trust agreements and the beneficial-interest-owner list, shareholder-control agreements, and agreements or arrangements incorporated by reference into the articles (§ 10-19.1-84(2)).

This absolute route states no ownership-duration, percentage, purpose, particularity, oath, acknowledgment, verification, or proof-document condition. North Dakota defines shareholder as the registered owner in the corporate or transfer-agent records, including the specified private-key owner (§ 10-19.1-01(57)).

Other private-company records require proper purpose

The record shareholder or voting-trust certificate holder may inspect and copy other corporate records on written demand only after demonstrating a proper purpose reasonably related to the interest of a shareholder, beneficial owner, or voting-trust certificate holder. The statute states no fixed response clock, affidavit, presumption, or burden formula for this tier (§ 10-19.1-84(5), (7)).

The public-company branch is different. A record or beneficial owner or voting- trust certificate holder uses an acknowledged or verified demand stating the purpose and particularly describing reasonably related records, directed to the registered office or principal place of business (§ 10-19.1-84(6)).

Location, electronic storage, and copying costs are specified

The enumerated records are kept at the principal executive office or another board-selected place in the United States. If that place is outside North Dakota, the corporation makes the records available at its registered office or in-state principal executive office after demand (§ 10-19.1-84(1)-(4)).

Records may be stored on information devices or distributed or other electronic networks or databases if they can be converted within a reasonable time into visually legible, subject-organized written form. The corporation converts the absolute-tier records on request (§ 10-19.1-84(11)).

The corporation pays for copies of the share register and enumerated records. It may charge a reasonable copy fee in other cases; the person bearing copying cost also bears conversion cost. A shareholder, beneficial owner, or secured party separately receives a demanded shareholder-control agreement at corporate expense (§§ 10-19.1-83(3), -84(10)-(11)).

Board records have a competitive-injury protective-order route

The corporation may ask a North Dakota court to withhold portions of board- proceeding records for up to twelve months to prevent premature disclosure of confidential information likely to cause competitive injury. Renewals may run for successive periods of no more than twelve months, but no more than thirty- six months total; limitations periods extend automatically during withholding (§ 10-19.1-84(8)).

If the court denies the requested protection for any portion, it must award the requester reasonable expenses, attorney fees, and disbursements. Other protective orders and reasonable restrictions on records, use, or distribution remain available. Records accessed under this process may be used or furnished only for a proper purpose (§ 10-19.1-84(8)-(9)).

Meeting lists have a purpose and remedy of their own

A voting shareholder may inspect the meeting list for communication with other shareholders concerning the meeting from two business days after notice through the meeting. On written demand, the shareholder, agent, or attorney may copy it at a reasonable time and shareholder expense, including during the meeting or an adjournment (§ 10-19.1-73.3(2)).

The district court may order access at corporate expense, postpone the meeting, and award the shareholder's costs including reasonable attorney fees. List information may be used only for a proper purpose, enforceable by protective or other relief. An improper premeeting refusal after written demand is the stated exception to the usual rule that noncompliance does not affect meeting action (§ 10-19.1-73.3(3)-(5)).

Financial statements use two request-based clocks

On written request, annual statements must be prepared within 180 days after fiscal-year close and include at least a year-end balance sheet and income statement using reasonable accounting methods. The statements may consolidate the corporation and subsidiaries (§ 10-19.1-85(1)).

The most recent required annual statements must be furnished within ten business days after written request, by delivery or prepaid mail to the address the shareholder specifies (§ 10-19.1-85(2)).

General equitable relief supplements the detailed routes

For a chapter violation, a North Dakota court in an action by a shareholder may grant just and reasonable equitable relief and award shareholder expenses, including attorney fees and disbursements (§ 10-19.1-85.1). The inspection provisions state no separate summary or expedited general-record proceeding and no fixed damages or percentage penalty.

What trips people up

• The ten-day route is both broad and private-company-specific. It is absolute for the share register and enumerated records of a corporation that is not publicly held; other records and public corporations use purpose-based procedures.
• Board-record withholding extends the limitations clock. A granted competitive-injury order delays disclosure and automatically extends the period for a claim based on the withheld information.
• Copy cost depends on the tier. The corporation pays for the share register and enumerated records, while other copies may carry a reasonable charge.

Common questions

May a beneficial owner demand the absolute private-company record set?

Section 10-19.1-84(4) names a shareholder, which the Act defines as the registered owner, and a voting-trust certificate holder. A beneficial owner is expressly named in the public-company, proper-purpose, protective-order, and shareholder-control-agreement provisions, but not as an independent absolute- tier demander.

Can the corporation withhold confidential board minutes forever?

Not under the specific competitive-injury route. Each order is limited to twelve months and all renewals together are capped at thirty-six months (§ 10-19.1-84(8)).

Are financial statements automatically sent every year?

No. Section 10-19.1-85 makes preparation and furnishing request-triggered, with the 180-day fiscal-year preparation rule and ten-business-day furnishing rule.

Statutes and sources

• N.D.C.C. § 10-19.1-01 — public-company, record, shareholder-record, and record-holder definitions.
• N.D.C.C. § 10-19.1-73.3 — meeting-list access, purpose, costs, fees, and relief.
• N.D.C.C. §§ 10-19.1-83 to 10-19.1-84 — shareholder-control agreement, retained records, inspection tiers, locations, protective orders, use, electronic storage, and copying costs.
• N.D.C.C. §§ 10-19.1-85 to 10-19.1-85.1 — financial statements and equitable relief.

All were fetched from the current official North Dakota Century Code Chapter 10-19.1 and accessed August 25, 2026.