Corporate Shareholder Books-and-Records Inspection Requirements in Texas

At a glance

Requirements one by one

The ordinary demand has a six-month-or-5-percent standing gate

A voting-trust beneficial interest counts as the represented shares. Otherwise, the nonjudicial route requires either at least six months of share ownership or at least 5 percent of all outstanding shares. The demand must be written, state a proper purpose, and seek records reasonably related and appropriate to that purpose. Inspection occurs at a reasonable time at the principal place of business or another location approved by both sides (§ 21.218(a)-(b)). The same sequence supplies the agent, accountant, and attorney rules (§ 21.218(a)-(b-1)).

The statute names an electronic-communications exclusion

Section 3.151 permits electronic record systems when the records can be converted to paper within a reasonable time. Section 21.218, however, says the ordinary inspection records do not include email, text messages, similar electronic communications, or social-media information unless the particular communication effectuates corporate action. An agent, accountant, or attorney may perform the inspection but takes on the shareholder's obligations regarding the produced records (§ 3.151; § 21.218(b)-(b-1)).

The court route drops the duration and percentage floor

On proof of proper purpose, a court may compel production for a beneficial or record holder regardless of how long the person held shares or how many shares the person holds. The holder bears the production cost. The statute does not state a special venue, expedited schedule, or protective-order formula in this subsection (§ 21.218(c)).

Financial statements and the meeting list are separate

On a shareholder's written request, the corporation must mail the last fiscal year's annual statements and the most recent interim statements, if any, filed in a public record or other publication. The corporation receives a reasonable time to prepare the annual statements (§ 21.219).

The meeting list must be prepared by the 11th day before the meeting and kept at the registered or principal executive office for at least 10 days. A shareholder may inspect it during regular business hours. The corporation may instead use a reasonably accessible electronic system if it gives access information with the meeting notice and reasonably limits availability to shareholders (§ 21.354; § 21.372(a); § 21.372(a-1)).

Refusal can shift enforcement costs

A corporation that refuses access to account records, minutes, or share- transfer records under Section 21.218 is liable for the shareholder's enforcement costs and expenses, including attorney's fees, in addition to other available remedies. The statute supplies defenses for recent sale or attempted sale of shareholder lists, assisting another person to obtain a list for sale, prior improper use, and lack of good faith or proper purpose (§§ 21.220-21.222). The meeting-list and refusal provisions operate separately (§ 21.220; § 21.221; § 21.222).

What trips people up

The 2025 litigation-demand restriction is not the ordinary private-company baseline. It applies only to a corporation with listed voting shares or one that affirmatively elects Section 21.419, and it preserves discovery rights and the court-compulsion route. The ordinary six-month-or-5-percent demand should not be silently narrowed by that public/electing-corporation branch (§ 21.218(b-2)-(b-3)).

Common questions

Can a smaller, newer shareholder go directly to court?

Potentially. The court provision expressly reaches a beneficial or record holder regardless of holding period or number of shares, but the holder must present proof of proper purpose and bears the production cost.

Do the articles or bylaws create broader access?

They may. Section 3.153 says an owner may examine the required and other books to the extent provided by the governing documents and the entity's governing title. They cannot erase the mandatory Section 21.218 route (§ 3.153).

Does a meeting-list defect invalidate the meeting action?

No. Section 21.372(c) says failure to comply with the meeting-list section does not affect the validity of shareholder action taken at the meeting, although Sections 21.220 and 21.221 can impose actual-damage liability for the failure (§ 21.372(c); § 21.220; § 21.221).

Statutes and sources

• Tex. Bus. Orgs. Code § 3.151. Required records and permitted electronic storage. Official Texas Constitution and Statutes text, accessed August 25, 2026.
• Tex. Bus. Orgs. Code §§ 21.218-21.222. Standing, proper-purpose demand, record categories, electronic exclusions, court access, financial statements, meeting-list and refusal liability, and defenses. Official Texas Constitution and Statutes text, accessed August 25, 2026.
• Tex. Bus. Orgs. Code §§ 21.354, 21.372. Meeting-list preparation, inspection, electronic availability, and validity effect. Official Texas Constitution and Statutes text, accessed August 25, 2026.

Official sources: Texas Business Organizations Code Chapter 3 and Chapter 21.