Corporate Shareholder Books-and-Records Inspection Requirements in Vermont

At a glance

Requirements one by one

Standing and the two inspection tiers

Section 16.02(f) includes a beneficial owner whose shares are held in a voting trust or by a nominee. The section states no ownership-duration or percentage floor. Its first tier covers the principal-office records listed in § 16.01(e) after at least five business days' written notice. The second tier covers accounting records and the shareholder record on the same notice period, but only after the shareholder establishes the additional purpose requirements.

The meeting-list route is narrower. Section 7.20 gives demand rights to a shareholder of record who is entitled to vote at the meeting.

Purpose, particularity, and record categories

The § 16.01(e) tier does not state the special proper-purpose test. It includes current articles and bylaws, outstanding share-class resolutions, shareholder minutes and written actions, three years of general shareholder communications and financial statements, current director and officer addresses, and the most recent annual report.

For accounting records and the shareholder record, § 16.02(c) requires the shareholder to establish good faith and a proper purpose, describe the purpose and requested records with reasonable particularity, and show that the records are directly connected with that purpose. Section 7.20 also subjects copying of the meeting list to those requirements.

Electronic records, board minutes, and subsidiaries

Section 16.01(d) permits written or electronic recordkeeping if the records can be converted to writing within a reasonable time. Section 16.01(e)(5) expressly includes written or electronic communications sent to shareholders generally within the past three years.

That language does not create an express inspection category for every email, text, social-media message, informal record, or subsidiary record. Section 16.01 requires the corporation to retain board minutes, but § 16.02 does not list board minutes in either shareholder-access tier. Annual financial statements may, however, consolidate or combine the corporation and one or more subsidiaries under § 16.20.

Lists, financial statements, copies, and court relief

The meeting list becomes available two business days after notice of the meeting and remains available through the meeting; the corporation must also make it available at the meeting. Section 16.20 requires annual financial statements within 120 days after fiscal-year close and a written-request route for a shareholder who was not mailed them.

Under § 16.03, an agent or attorney has the shareholder's inspection rights. Reasonable copies may be supplied by photocopy or other means, and the corporation may charge no more than the estimated labor-and-material cost. After refusal, § 16.04 makes the basic-record route summary and the other-record route expedited. An order also carries costs and reasonable counsel fees unless the corporation proves a good-faith refusal based on reasonable doubt about the right, and the court may restrict use or distribution.

What trips people up

• A retention duty is not automatically an inspection right. Vermont requires permanent board minutes but omits them from § 16.02's shareholder- access tiers.
• The shareholder record changes tiers for a close corporation. A close- corporation shareholder may inspect it under § 16.02(a); other corporations' shareholder records use the proper-purpose tier in § 16.02(b)-(c).
• A meeting-list objection must be timely. Refusal does not undo meeting action unless a shareholder or representative objects before the action; even then, a five-day recess or a court declaration can preserve the action.

Common questions

Must the demand be verified or notarized?

The cited inspection provisions require written notice or a written demand but do not require verification, an oath, or notarization.

Can the corporation charge for copies?

Yes. The charge may cover reasonable labor and material but may not exceed the estimated cost of producing or reproducing the records.

Does a refusal automatically produce attorney's fees?

No. Fees follow when the court orders inspection, and the corporation can avoid that shifting by proving it refused in good faith because it had a reasonable basis to doubt the shareholder's inspection right.

Statutes and sources

• 11A V.S.A. §§ 16.01-.04 — retained and accessible records, standing, five-business-day notice, purpose, copying, cost, court procedure, fees, and use restrictions. Official Vermont Statutes (accessed 2026-08-25).
• 11A V.S.A. § 16.20 — annual financial statements and the omitted- shareholder request route. Official Vermont Statutes (accessed 2026-08-25).
• 11A V.S.A. § 7.20 — meeting-list availability, demand, copying, summary relief, postponement, objection, and effect on meeting action. Official Vermont Statutes (accessed 2026-08-25).