{"data":{"id":"us-ok/okla.-stat.-tit.-18-18-1065","jurisdiction":"us-ok","citation":"Okla. Stat. tit. 18, § 18-1065","heading":"Inspection of books and records","body":"INSPECTION OF BOOKS AND RECORDS\n\nA. As used in this section:\n\n1. \"Shareholder\" means a shareholder of record in a stock\n\ncorporation, or a person who is the beneficial owner of shares of\n\nstock held either in a voting trust or by a nominee on behalf of a\n\nperson;\n\n2. \"Under oath\" includes statements the declarant affirms to be\n\ntrue under penalty of perjury under the laws of the United States or\n\nany state; and\n\n3. \"Subsidiary\" means any entity directly or indirectly owned,\n\nin whole or in part, by the corporation of which the shareholder is\n\na shareholder and over the affairs of which the corporation directly\n\nor indirectly exercises control, and includes but is not limited to\n\ncorporations, partnerships, limited partnerships, limited liability\n\npartnerships, limited liability companies, statutory trusts and\n\njoint ventures.\n\nB. Any shareholder, in person or by attorney or other agent,\n\nupon written demand under oath stating the purpose thereof, shall\n\nhave the right during the usual hours for business to inspect for\n\nany proper purpose, and to make copies and extracts from:\n\n1. The corporation's stock ledger, a list of shareholders, and\n\nits other books and records; and\n\n2. A subsidiary's books and records, to the extent that:\n\na. the corporation has actual possession and control of\n\nthe records of the subsidiary, or\n\nb. the corporation could obtain the records through the\n\nexercise of control over the subsidiary,\n\nprovided that as of the date of the making of the demand:\n\n(1) shareholder inspection of the books and records\n\nof the subsidiary would not constitute a breach\n\nof an agreement between the corporation or the\n\nsubsidiary and a person or person not affiliated\n\nwith the corporation, and\n\n(2) the subsidiary would not have the right under the\n\nlaw applicable to it to deny the corporation\n\naccess to the books and records upon demand by\n\nthe corporation.\n\nIn every instance where the shareholder is other than a record\n\nholder of stock in a stock corporation, or a member of a nonstock\n\ncorporation, the demand under oath shall state the person's status\n\nas a shareholder or member, be accompanied by documentary evidence\n\nof beneficial ownership of the stock or beneficial membership, and\n\nstate that the documentary evidence is a true and correct copy of\n\nwhat it purports to be. A proper purpose shall mean a purpose\n\nreasonably related to a person's interest as a shareholder or\n\nmember. In every instance where an attorney or other agent shall be\n\nthe person who seeks the right to inspection, the demand under oath\n\nshall be accompanied by a power of attorney or other writing which\n\nauthorizes the attorney or other agent to so act on behalf of the\n\nshareholder. The demand under oath shall be directed to the\n\ncorporation at its registered office in this state or at its\n\nprincipal place of business.\n\nC. 1. If the corporation or an officer or agent thereof\n\nrefuses to permit an inspection sought by a shareholder or attorney\n\nor other agent acting for the shareholder pursuant to the provisions\n\nof subsection B of this section or does not reply to the demand\n\nwithin five (5) business days after the demand has been made, the\n\nshareholder may apply to the district court for an order to compel\n\nan inspection. The court may summarily order the corporation to\n\npermit the shareholder to inspect the corporation's stock ledger, an\n\nexisting list of shareholders, and its other books and records, and\n\nto make copies or extracts therefrom; or the court may order the\n\ncorporation to furnish to the shareholder a list of its shareholders\n\nas of a specific date on condition that the shareholder first pay to\n\nthe corporation the reasonable cost of obtaining and furnishing the\n\nlist and on other conditions as the court deems appropriate.\n\n2. Where the shareholder seeks to inspect the corporation's\nt may order the\n\ncorporation to furnish to the shareholder a list of its shareholders\n\nas of a specific date on condition that the shareholder first pay to\n\nthe corporation the reasonable cost of obtaining and furnishing the\n\nlist and on other conditions as the court deems appropriate.\n\n2. Where the shareholder seeks to inspect the corporation's\n\nbooks and records, other than its stock ledger or list of\n\nshareholders, the shareholder shall first establish that:\n\na. the shareholder is a shareholder,\n\nb. the shareholder has complied with the provisions of\n\nthis section respecting the form and manner of making\n\ndemand for inspection of the documents, and\n\nc. the inspection the shareholder seeks is for a proper\n\npurpose.\n\n3. Where the shareholder seeks to inspect the corporation's\n\nstock ledger or list of shareholders and has complied with the\n\nprovisions of this section respecting the form and manner of making\n\ndemand for inspection of the documents, the burden of proof shall be\n\nupon the corporation to establish that the inspection the\n\nshareholder seeks is for an improper purpose. The court may, in its\n\ndiscretion, prescribe any limitations or conditions upon the\n\ninspection, or award other or further relief as the court may deem\n\njust and proper. The court may order books, documents, and records,\n\npertinent extracts therefrom, or duly authenticated copies thereof,\n\nto be brought within this state and kept in this state upon such\n\nterms and conditions as the order may prescribe.\n\nD. Any director shall have the right to examine the\n\ncorporation's stock ledger, a list of its shareholders, and its\n\nother books and records for a purpose reasonably related to his or\n\nher position as a director. The district court may summarily order\n\nthe corporation to permit the director to inspect any and all books\n\nand records, the stock ledger, and the list of shareholders and to\n\nmake copies or extracts therefrom. The court, in its discretion,\n\nmay prescribe any limitations or conditions with reference to the\n\ninspection, or award other or further relief as the court may deem\n\njust and proper. The burden of proof shall be upon the corporation\n\nto establish that the inspection the director seeks is for an\n\nimproper purpose.","path":["OK Code","Title 18"],"source_url":"https://www.oklegislature.gov/OK_Statutes/CompleteTitles/os18.pdf","current_through":"2026-08-14","vintage":"open-us-law v2026.08, retrieved 2026-09-14","retrieved_at":"2026-09-14T18:32:36Z","sha256":"9a1c28e4a39c9002c14de4a6a800bff38cbdadf5cd23a43d8044e3b91645d3e5","source_id":"us-ok","stale":false,"prev":"us-ok/okla.-stat.-tit.-18-18-1064","next":"us-ok/okla.-stat.-tit.-18-18-1065.1"},"notice":"GroundRules: Original legal text. Not legal advice."}