Ala. Code § 10A-1-3.32: Right of Inspection and Access by Certain Domestic Entities.

(a) This section applies to domestic entities other than (i) corporations formed pursuant to or governed by Chapter 2A or Chapter 4, and real estate investment trusts formed pursuant to or governed by Chapter 10, each of which is governed by the separate recordkeeping requirements and record inspections provisions of Chapter 2A and (ii) nonprofit corporations formed pursuant to or governed by Chapter 3A, limited liability companies formed pursuant to or governed by Chapter 5A, general partnerships formed pursuant to or governed by Chapter 8A, limited partnerships formed pursuant to or governed by Chapter 9A, and a statewide trade association formed pursuant to or governed by Chapter 18, each of which is governed by the separate recordkeeping requirements and record inspection provisions set forth in each entity’s respective chapter governing that entity.

(b) With respect to a domestic entity covered by this section, the books and records maintained under the chapter of this title applicable to that entity and any other books and records of that entity, wherever situated, are subject to inspection and copying at the reasonable request, and at the expense of, any owner or member or the owner’s or member’s agent or attorney during regular business hours at a reasonable location specified by the entity if the owner or member meets the requirements of subsection (c) and gives the entity a signed written notice of the owner’s or member’s demand at least 10 business days before the date on which the owner or member wishes to inspect and copy. If an owner or member shall designate an agent or attorney to inspect and copy the records, the demand shall be accompanied by a power of attorney or other writing which authorizes the agent or attorney to so act on behalf of that person.

(c)(1) An owner or member of a domestic entity covered by this section may inspect and copy the records described in subsection (b) only if:

(i) the owner or member has delivered to the entity a signed written notice of the owner’s or member’s demand at least 10 business days before the date on which the owner or member wishes to inspect and copy;

(ii) the owner’s or member’s demand is made in good faith and for a proper purpose;

(iii) the owner’s or member’s demand describes with reasonable particularity the owner’s or member’s purpose and the records the owner or member desires to inspect; and

(iv) the records are directly related to the owner’s or member’s purpose.

(2) For purposes of this subsection (c), a proper purpose shall mean a purpose directly related to the owner’s or member’s interest as an owner or member; provided, however, that a demand shall not be for a proper purpose if the entity reasonably determines that the demand is in connection with:

(i) an active or pending derivative proceeding in the right of the entity that is or is expected to be instituted or maintained by the owner or member or the owner’s or member’s affiliate; or

(ii) an active or pending civil lawsuit to which the entity, or its affiliate, and the owner or member, or the owner’s or member’s affiliate, are, or are expected to be, adversarial named parties.

(d) The entity may redact portions of the records to be inspected and copied under subsection (b) to the extent the portions so redacted are not directly related to the owner’s or member’s purpose. The entity may also impose reasonable restrictions and conditions on access to and use of the records to be inspected and copied under subsection (b), including designating information confidential and imposing nondisclosure and safeguarding, and may further keep confidential from its owners or members and other persons, for a period of time as the entity deems reasonable, any information that the entity reasonably believes to be in the nature of a trade secret or other information, the disclosure of which the entity in good faith believes is not in the best interest of the entity or could damage the entity or its business or affairs, or that the entity is required by law or by agreement with a third party to keep confidential. In any dispute concerning the reasonableness of a restriction under this subsection, the entity has the burden of proving reasonableness.

(e) The rights of an owner or member to inspect and copy the records described in subsection (b) may be denied by the entity if the entity determines that the demanding owner or member has within two years preceding his, her, or its demand improperly used any information secured through any prior examination of the records of the entity.

(f) Except as set forth in this section, the governing documents of a domestic entity may not unreasonably restrict an owner’s or member’s right to information or access to books and records.

(g) If an entity does not within a reasonable time allow an owner or member who complies with the requirements of this section to inspect and copy the records demanded by the owner or member, then the demanding owner or member may apply to the designated court, and if none, the circuit court for the county in which the entity’s principal office is located in this state, and if none in this state, the circuit court for the county in which the entity’s most recent registered office is located, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis. If the court orders inspection and copying of the records demanded under this section, the court may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding owner or member, and the court shall also order the entity to pay the owner’s or member’s expenses incurred to obtain the order unless the entity establishes that the entity refused inspection in good faith because the entity had:

(1) a reasonable basis for doubt about the right of the owner or member to inspect the records demanded; or

(2) required reasonable restrictions on the confidentiality, use, or distribution of the records demanded to which the demanding owner or member had been unwilling to agree. If the entity has declined to deliver or make available the records because the owner or member had been unwilling to agree to restrictions proposed by the entity on the confidentiality, use, or distribution of the records, the entity shall have the burden of demonstrating that the restrictions proposed by the entity were reasonable.

(h) The rights and obligations of an owner or member of an entity provided in this section shall apply to (1) the personal representative or other legal representative of the estate of a deceased owner or member, (2) the legal representative of an owner or member under legal disability, and (3) a former owner or member, but only for books and records pertaining to the period during which the former owner or member was an owner or member of the entity.