State Codes and Statutes

Statutes > Connecticut > Title33 > Chap601 > Sec33-946

      Sec. 33-946. Inspection of records by shareholders. (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 subsection (e) of section 33-945 if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.

      (b) 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 subsection (c) of this section and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy: (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; and (3) the record of shareholders.

      (c) A shareholder may inspect and copy the records described in subsection (b) of this section only if: (1) His demand is made in good faith and for a proper purpose; (2) he describes with reasonable particularity his purpose and the records he desires to inspect; and (3) the records are directly connected with his purpose.

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

      (e) This section does not affect: (1) The right of a shareholder to inspect records under section 33-704 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 sections 33-600 to 33-998, inclusive, to compel the production of corporate records for examination.

      (f) For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.

      (P.A. 94-186, S. 199, 215; P.A. 96-271, S. 144, 254.)

      History: P.A. 94-186 effective January 1, 1997; P.A. 96-271 amended Subsec. (d) to replace "articles" of incorporation with "certificate" of incorporation, effective January 1, 1997.

      Annotations to former section 33-56:

      Right of stockholder to examine books and enforcement by mandamus. 87 C. 483; 90 C. 638.

      Cited. 6 CS 76. Conditions which must be met before stockholder may exercise his qualified right to examine books. 14 CS 160. Beneficiaries of trust held to have no legal right enforceable by a writ of mandamus to examine corporate books since this is a privilege incident to the ownership of shares. 21 CS 33.

      Annotations to former section 33-334:

      Cited. 183 C. 85.

      Shareholder must make application for examination of records to the superior court by way of a writ, summons and complaint. 25 CS 253.

      Subsec. (b):

      Cited. 26 CS 136.

      Annotations to present section:

      Cited. 45 CS 101.