RSA 293-A:16.02 · Inspection of Records by Shareholders

293-A:16.02 Inspection of Records by Shareholders. –

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(a)

A shareholder 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 RSA 293-A:16.01(e) if the shareholder gives the corporation a signed written notice of the shareholder's demand at least 5 business days before the date on which the shareholder wishes to inspect and copy.

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(b)

For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder 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 shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its website or by other generally recognized means.

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(c)

A shareholder 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 shareholder meets the requirements of RSA 293-A:16.02(d) and gives the corporation a signed written notice of the shareholder's demand at least 5 business days before the date on which the shareholder wishes to inspect and copy:

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(1)

excerpts from minutes of any meeting of the board of directors or 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, board of directors, or a committee of the board without a meeting, to the extent not subject to inspection under RSA 293-A:16.02(a);

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(2)

accounting records of the corporation; and

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(3)

the record of shareholders.

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(d)

A shareholder may inspect and copy the records described in RSA 293-A:16.02(c) only if:

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(1)

the shareholder's demand is made in good faith and for a proper purpose;

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(2)

the shareholder describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect; and

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(3)

the records are directly connected with the shareholder's purpose.

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(e)

For purposes of RSA 293-A:16.02(d), if a shareholder makes a written demand on a corporation for an alphabetical list of the names and addresses of its shareholders who are entitled to notice of a shareholders' meeting for the purpose of communicating with other shareholders relating to an item of business listed in the notice, and the corporation refuses to allow inspection and copying of the list, the shareholder may petition the secretary of state to issue an order requiring the corporation to allow the shareholder to inspect and copy the list of shareholders pursuant to the provisions of RSA 421-B:6-613. The secretary of state, or his or her designee, shall confirm that (i) the petitioner is a shareholder of the corporation, (ii) the corporation has given a notice of shareholder meeting to its shareholders, and (iii) the shareholder made a written demand to inspect and copy the shareholder list for the purpose of communicating with the shareholders regarding an item of business set forth in the notice. If the secretary of state confirms such information, he or she shall schedule a hearing no later than 10 business days after making such confirmation. The secretary of state shall promptly give the petitioner and the corporation notice of the hearing. At such hearing, the presiding officer shall determine whether the petitioner has made the demand for the inspection and copying of the shareholder list for a proper purpose and in good faith and in accordance with RSA 293-A:16.02(d) and, if so, he or she shall order the corporation to comply with the law. If the corporation fails to attend the hearing, the corporation shall be deemed to be in default, and the presiding officer may issue an order requiring it to allow the petitioner to inspect and copy the shareholder list. Such order in the case of default shall be deemed final and may be enforced by the secretary of state pursuant to RSA 293-A:16.02(f).

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(f)

Unless an order is final pursuant to RSA 293-A:16.02(e), any order or refusal to grant an order by the secretary of state under this subsection may be appealed to the superior court of the county where the corporation's principal office, or, if none in this state, its registered office, is located or the business and commercial dispute docket of the superior court, which court shall be deemed to have jurisdiction to hear such matter and to which the corporation or shareholder, as the case may be, shall be deemed to have consented. The secretary of state or his or her designee may bring an action in the superior court to enforce compliance with any final order under this section. Upon a proper showing, an injunction or other equitable relief may be granted.

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(g)

The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.

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(h)

This section does not affect:

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(1)

the right of a shareholder to inspect records under RSA 293-A:7.20 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or

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(2)

the power of a court, independently of this chapter, to compel the production of corporate records for examination.

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(i)

For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder's behalf. Source. 2013, 142:1. 2015, 273:10, eff. Jan. 1, 2016.

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