N.Y. Business Corporation Law § 1315: Record of shareholders

§ 1315. Record of shareholders.

(a) Any resident of this state who shall have been a shareholder of

record of a foreign corporation doing business in this state upon at

least five days' written demand may require such foreign corporation to

produce a record of its shareholders setting forth the names and

addresses of all shareholders, the number and class of shares held by

each and the dates when they respectively became the owners of record

thereof and shall have the right to examine in person or by agent or

attorney at the office of the foreign corporation in this state or at

the office of its transfer agent or registrar in this state or at such

other place in the county in this state in which the foreign corporation

is doing business as may be designated by the foreign corporation,

during the usual business hours, the record of shareholders or an exact

copy thereof certified as correct by the corporate officer or agent

responsible for keeping or producing such record and to make extracts

therefrom. Resident holders of voting trust certificates representing

shares of the foreign corporation shall for the purpose of this section

be regarded as shareholders. Any such agent or authority shall be

authorized in a writing that satisfies the requirements of a writing

under paragraph (b) of section 609 (proxies). A corporation requested to

provide information pursuant to this paragraph shall make available such

information in the format in which such information is maintained by the

corporation and shall not be required to provide such information in any

other format. If a request made pursuant to this paragragh includes a

request to furnish information regarding beneficial owners, the

corporation shall make available such information in its possession

regarding beneficial owners as is provided to the corporation by a

registered broker or dealer or a bank, association or other entity that

exercises fiduciary powers in connection with the forwarding of

information to such owners. The corporation shall not be required to

obtain information about beneficial owners not in its possession.

(b) An examination authorized by paragraph (a) may be denied to such

shareholder or other person upon his refusal to furnish to the foreign

corporation or its transfer agent or registrar an affidavit that such

inspection is not desired for a purpose which is in the interest of a

business or object other than the business of the foreign corporation

and that such shareholder or other person has not within five years sold

or offered for sale any list of shareholders of any corporation of any

type or kind, whether or not formed under the laws of this state, or

aided or abetted any person in procuring any such record of shareholders

for any such purpose.

(c) Upon refusal by the foreign corporation or by an officer or agent

of the foreign corporation to produce for examination or to permit an

examination of the record of shareholders as herein provided, the person

making the demand for production and examination may apply to the

supreme court in the judicial district where the office of the foreign

corporation within this state is located, upon such notice as the court

may direct, for an order directing the foreign corporation, its officer

or agent, to show cause why an order should not be granted directing

such production and permitting such examination by the applicant. Upon

the return day of the order to show cause, the court shall hear the

parties summarily, by affidavit or otherwise, and if it appears that the

applicant is qualified and entitled to such examination, the court shall

grant an order compelling such production for examination and awarding

such further relief as to the court may seem just and proper.

(d) Nothing herein contained shall impair the power of courts to

compel the production for examination of the books of a foreign

corporation. The record of shareholders specified in paragraph (a) shall

be prima facie evidence of the facts therein stated in favor of the

plaintiff in any action or special proceeding against such foreign

corporation or any of its officers, directors or shareholders.