Arizona Laws 10-1602. Inspection of records by shareholders
A. Any shareholder who has been a holder of record of shares or of a voting trust beneficial interest therefor at least six months immediately preceding its demand or will be the holder of record of or the holder of record of a voting trust beneficial interest for at least five per cent of all of the outstanding shares of a corporation is entitled to inspect and copy any of the records of the corporation described in section 10-1601, subsection E during regular business hours at the corporation’s principal office, if the shareholder gives the corporation written notice of its demand as provided in section 10-141 at least five business days before the date on which it wishes to inspect and copy.
Terms Used In Arizona Laws 10-1602
- Action: includes any matter or proceeding in a court, civil or criminal. See Arizona Laws 1-215
- Articles of incorporation: means the original or restated articles of incorporation or articles of merger and all amendments to the articles of incorporation or merger and includes amended and restated articles of incorporation and articles of amendment and merger. See Arizona Laws 10-140
- Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
- Board of directors: means the group of persons vested with the management of the affairs of the corporation irrespective of the name by which the group is designated and includes the governing body or bodies of a water users' association if the articles of incorporation of the water users' association provide for a governing body or bodies denominated other than as a board of directors. See Arizona Laws 10-140
- Bylaws: means the code of rules adopted for the regulation or management of the affairs of the corporation irrespective of the name by which those rules are designated. See Arizona Laws 10-140
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Court: means the superior court of this state. See Arizona Laws 10-140
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- Principal office: means the office, in or out of this state, so designated in the annual report where the principal executive offices of a domestic or foreign corporation are located or in any other document executed by the corporation by an officer and delivered to the commission for filing. See Arizona Laws 10-140
- Shareholder: means the person in whose name shares are registered in the records of a corporation or the beneficial owner of shares to the extent of the rights granted by a nominee certificate on file with a corporation. See Arizona Laws 10-140
- Shares: means the units into which the proprietary interests in a corporation are divided. See Arizona Laws 10-140
- written: includes blockchain technology as defined in section 44-7061. See Arizona Laws 10-140
B. Any shareholder who has been a holder of record of shares or of a voting trust beneficial interest for at least six months immediately preceding its demand or will be the holder of record of or the holder of record of a voting trust beneficial interest for at least five per cent of all of the outstanding shares of a corporation is entitled to inspect and copy any of the following records of the corporation during regular business hours at a reasonable location specified by the corporation, if the shareholder meets the requirements of subsection C of this section and gives the corporation written notice of its demand as provided in section 10-141 at least five business days before the date on which it wishes to inspect and copy the following:
1. Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the shareholders and records of action taken by the shareholders or board of directors without a meeting, to the extent not subject to inspection under subsection A of this section.
2. Accounting records of the corporation.
3. The record of shareholders.
4. The corporation’s most recent financial statements showing in reasonable detail its assets and liabilities and the results of its operations.
C. A shareholder may inspect and copy the records described in subsection B of this section only if all of the following conditions are met:
1. The shareholder’s demand is made in good faith and for a proper purpose.
2. The shareholder describes with reasonable particularity its purpose and the records it desires to inspect.
3. The records are directly connected with the shareholder’s purpose.
D. The right of inspection granted by this section shall not be abolished or limited by a corporation’s articles of incorporation or bylaws.
E. This section does not affect:
1. The right of a shareholder to inspect records under section 10-720, or if the shareholder is in litigation with the corporation, to the same extent as any other litigant.
2. The power of a court, independently of chapters 1 through 17 of this title, to compel the production of corporate records for examination on proof by a shareholder or holder of a voting trust beneficial interest of proper purpose, irrespective of the period of time during which the shareholder or holder of a voting trust beneficial interest has been a shareholder of record or a holder of record of a voting trust beneficial interest and irrespective of the number of shares held by the shareholder or represented by a voting trust beneficial interest held by the shareholder.