{"data":{"id":"us-al/ala.-code-10a-2a-16.02","jurisdiction":"us-al","citation":"Ala. Code § 10A-2A-16.02","heading":"Inspection Rights of Stockholders.","body":"Subject to subsections (i) and (j) of this section:\n(a) A stockholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, any of the records of the corporation described in Section 10A-2A-16.01(a), excluding minutes of meetings of, and records of actions taken without a meeting by, the corporation’s board of directors and board committees established under Section 10A-2A-8.25, if the stockholder gives the corporation a signed written notice of the stockholder’s demand at least five business days before the date on which the stockholder wishes to inspect and copy and the demand provides the information required in subsection (h) if the stockholder is not a record stockholder as defined in clause (i) of the definition of record stockholder in Section 10A-2A-1.40.\n(b) A stockholder of a corporation is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the stockholder meets the requirements of subsection (c) and gives the corporation a signed written notice of the stockholder’s demand at least five business days before the date on which the stockholder wishes to inspect and copy:\n(1) the financial statements of the corporation maintained in accordance with Section 10A-2A-16.01(b); provided, however, that the corporation may deliver or make available the financial statements to the requesting stockholder by posting them on the corporation’s website or by other generally recognized means. If financial statements have been prepared for the corporation on the basis of generally accepted accounting principles for that specified period, the corporation shall deliver or make available those financial statements to the requesting stockholder. If the annual financial statements to be delivered or made available to the requesting stockholder are audited or otherwise reported upon by a public accountant, the report shall also be delivered or made available to the requesting stockholder. The corporation may also fulfill its responsibilities under this section by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the United States Securities and Exchange Commission;\n(2) the accounting records of the corporation maintained in accordance with Section 10A-2A-16.01(c) that permitted the preparation of the financial statements maintained in accordance with Section 10A-2A-16.01(b);\n(3) excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the corporation’s board of directors and board committees maintained in accordance with Section 10A-2A-16.01(a); and\n(4) the record of stockholders maintained in accordance with Section 10A-2A-16.01(d); provided however, the corporation may withhold the record of stockholders maintained in accordance with Section 10A-2A-16.01(d) if the demanding stockholder of the corporation has, without the consent of the corporation, within two years preceding the stockholder’s demand sold or offered for sale any list of the stockholders of the corporation or has aided or abetted any person in selling or offering to sell any list of the stockholders of the corporation.\n(c)(1) A stockholder may inspect and copy the records described in subsection (b) only if:\n(i) the stockholder has delivered to the corporation a signed written notice of the stockholder’s demand at least five business days before the date on which the stockholder wishes to inspect and copy;\n(ii) the stockholder’s demand provides the information required in subsection (h) if the stockholder is not a record stockholder as defined in clause (i) of the definition of record stockholder in Section 10A-2A-1.40;\n(iii) the stockholder’s demand is made in good faith and for a proper purpose;\n(iv) the stockholder’s demand describes with reasonable particularity the stockholder’s purpose and the records the stockholder desires to inspect; and\n(v) the records are directly related to the stockholder’s purpose.\n(2) For purposes of this subsection (c), a proper purpose shall mean a purpose directly related to the stockholder’s interest as a stockholder; provided, however, that a demand shall not be for a proper purpose if the corporation reasonably determines that the demand is in connection with:\n(i) an active or pending derivative proceeding in the right of the corporation under Division D of Article 7 of this chapter that is or is expected to be instituted or maintained by the stockholder or the stockholder’s affiliate; or\n(ii) an active or pending civil lawsuit to which the corporation, or its affiliate, and the stockholder, or the stockholder’s affiliate, are, or are expected to be, adversarial named parties.\n(d) The corporation may redact portions of the records to be inspected and copied under subsections (a) and (b) to the extent the portions so redacted are not directly related to the stockholder’s purpose. The corporation may also impose reasonable restrictions and conditions on access to and use of the records to be inspected and copied under subsections (a) and (b), including designating information confidential and imposing nondisclosure and safeguarding, and may further keep confidential from its stockholders and other persons, for a period of time as the corporation deems reasonable any information that the corporation reasonably believes to be in the nature of a trade secret or other information the disclosure of which the corporation in good faith believes is not in the best interest of the corporation or could damage the corporation or its business or affairs, or that the corporation 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 corporation has the burden of proving reasonableness.\n(e) For any meeting of stockholders for which the record date for determining stockholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a stockholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to stockholders in connection with the meeting, unless the corporation has made that information generally available to stockholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide that information does not affect the validity of action taken at the meeting.\n(f) The right of inspection granted by this section may not be abolished or limited by a corporation’s certificate of incorporation or bylaws, but the right of inspection granted by this section may be limited to the extent permitted under Section 10A-2A-7.32.\n(g) This section does not affect\nthe right of a stockholder to inspect records under Section 10A-2A-7.20 or, if the stockholder is in litigation with the corporation, to the same extent as any other litigant.\n(h) For purposes of this section, “stockholder” means a record stockholder, a beneficial stockholder, and an unrestricted voting trust beneficial owner. If a stockholder is not a record stockholder as defined in clause (i) of the definition of record stockholder in Section 10A-2A-1.40, the demand described in subsections (a) and (b) shall state the person’s status as a beneficial stockholder or an unrestricted voting trust beneficial owner, be accompanied by documentary evidence thereof, and state that such documentary evidence is a true and correct copy of what it purports to be.\n(i) The right of a stockholder to inspect and copy the records described in subsections (a) and (b) may be denied by the corporation if the corporation determines that the demanding stockholder has within two years preceding his, her, or its demand improperly used any information secured through any prior examination of the records of the corporation.\n(j) The right to inspect and copy the records described in subsections (a) and (b) shall not be available for any stockholder of a corporation that has been subject to the filing requirements pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended, 15 U.S.C. §§ 78m or 78o(d) for at least the preceding 12 months and the corporation has filed with the Securities and Exchange Commission all reports required to be filed thereunder; provided, however, the corporation shall provide the requesting stockholder with the information regarding the stockholders of the corporation as may be required by the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder.","path":["Title 10A Alabama Business and Nonprofit Entities Code.","Chapter 2A Alabama Business Corporation Law.","Article 16 Records and Reports.","Division A Records."],"source_url":"https://alison.legislature.state.al.us/code-of-alabama?section=10A-2A-16.02","current_through":"Act 2026-611","vintage":"","retrieved_at":"2026-09-03T14:01:53Z","sha256":"6fd8377635f112c1c73e54b34a55509892044b34e8c5a6a27cc62c8db78da6e2","source_id":"us-al","stale":false,"prev":"us-al/ala.-code-10a-2a-16.01","next":"us-al/ala.-code-10a-2a-16.03"},"notice":"GroundRules: Original legal text. Not legal advice."}