N.Y. Business Corporation Law § 624: Books and records; right of inspection, prima facie evidence

§ 624. Books and records; right of inspection, prima facie evidence.

(a) Each corporation shall keep correct and complete books and records

of account and shall keep minutes of the proceedings of its

shareholders, board and executive committee, if any, and shall keep at

the office of the corporation in this state or at the office of its

transfer agent or registrar in this state, a record containing 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. Any of the foregoing books, minutes or records may be in

written form or in any other form capable of being converted into

written form within a reasonable time.

(b) Any person who shall have been a shareholder of record of a

corporation upon at least five days' written demand shall have the right

to examine in person or by agent or attorney, during usual business

hours, its minutes of the proceedings of its shareholders and record of

shareholders and to make extracts therefrom for any purpose reasonably

related to such person's interest as a shareholder. Holders of voting

trust certificates representing shares of the corporation shall be

regarded as shareholders for the purpose of this section. Any such

agent or attorney 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 written form and in

any other 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 paragraph 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.

(c) An inspection authorized by paragraph (b) may be denied to such

shareholder or other person upon his refusal to furnish to the

corporation, 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 corporation and that

he 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.

(d) Upon refusal by the corporation or by an officer or agent of the

corporation to permit an inspection of the minutes of the proceedings of

its shareholders or of the record of shareholders as herein provided,

the person making the demand for inspection may apply to the supreme

court in the judicial district where the office of the corporation is

located, upon such notice as the court may direct, for an order

directing the corporation, its officer or agent to show cause why an

order should not be granted permitting such inspection 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 inspection, the court shall

grant an order compelling such inspection and awarding such further

relief as to the court may seem just and proper.

(e) Upon the written request of any shareholder, the corporation shall

give or mail to such shareholder an annual balance sheet and profit and

loss statement for the preceding fiscal year, and, if any interim

balance sheet or profit and loss statement has been distributed to its

shareholders or otherwise made available to the public, the most recent

such interim balance sheet or profit and loss statement. The corporation

shall be allowed a reasonable time to prepare such annual balance sheet

and profit and loss statement.

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

compel the production for examination of the books and records of a

corporation.

(g) The books and records 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 corporation or any of its

officers, directors or shareholders.