2023 New York Laws › BSC - Business Corporation › Article 13 - Foreign Corporations › 1315 - Record of Shareholders.

§ 1315. Record of shareholders.
(a)  Any  resident  of this state who shall have been a shareholder of
record of a foreign corporation doing business in  this  state  upon  at
least  five days' written demand may require such foreign corporation to
produce a record  of  its  shareholders  setting  forth  the  names  and
addresses  of  all  shareholders, the number and class of shares held by
each and the dates when they respectively became the  owners  of  record
thereof  and  shall  have  the right to examine in person or by agent or
attorney at the office of the foreign corporation in this  state  or  at
the  office  of its transfer agent or registrar in this state or at such
other place in the county in this state in which the foreign corporation
is doing business as may  be  designated  by  the  foreign  corporation,
during  the usual business hours, the record of shareholders or an exact
copy thereof certified as correct by  the  corporate  officer  or  agent
responsible  for  keeping  or producing such record and to make extracts
therefrom. Resident holders of voting  trust  certificates  representing
shares  of the foreign corporation shall for the purpose of this section
be regarded as shareholders.   Any such  agent  or  authority  shall  be
authorized  in  a  writing  that satisfies the requirements of a writing
under paragraph (b) of section 609 (proxies). A corporation requested to
provide information pursuant to this paragraph shall make available such
information in the format in which such information is maintained by the
corporation and shall not be required to provide such information in any
other format.  If a request made pursuant to this paragragh  includes  a
request   to   furnish  information  regarding  beneficial  owners,  the
corporation shall make available  such  information  in  its  possession
regarding  beneficial  owners  as  is  provided  to the corporation by a
registered broker or dealer or a bank, association or other entity  that
exercises   fiduciary  powers  in  connection  with  the  forwarding  of
information to such owners.  The corporation shall not  be  required  to
obtain information about beneficial owners not in its possession.
(b)  An  examination authorized by paragraph (a) may be denied to such
shareholder or other person upon his refusal to furnish to  the  foreign
corporation  or  its  transfer agent or registrar an affidavit that such
inspection is not desired for a purpose which is in the  interest  of  a
business  or  object  other than the business of the foreign corporation
and that such shareholder or other person has not within five years sold
or offered for sale any list of shareholders of any corporation  of  any
type  or  kind,  whether  or not formed under the laws of this state, or
aided or abetted any person in procuring any such record of shareholders
for any such purpose.
(c) Upon refusal by the foreign corporation or by an officer or  agent
of  the  foreign  corporation to produce for examination or to permit an
examination of the record of shareholders as herein provided, the person
making the demand for  production  and  examination  may  apply  to  the
supreme  court  in the judicial district where the office of the foreign
corporation within this state is located, upon such notice as the  court
may  direct, for an order directing the foreign corporation, its officer
or agent, to show cause why an order should  not  be  granted  directing
such  production  and permitting such examination by the applicant. Upon
the return day of the order to show cause,  the  court  shall  hear  the
parties summarily, by affidavit or otherwise, and if it appears that the
applicant is qualified and entitled to such examination, the court shall
grant  an  order compelling such production for examination and awarding
such further relief as to the court may seem just and proper.
(d) Nothing herein contained shall  impair  the  power  of  courts  to
compel  the  production  for  examination  of  the  books  of  a foreign
corporation. The record of shareholders specified in paragraph (a) shall

be prima facie evidence of the facts therein  stated  in  favor  of  the
plaintiff  in  any  action  or  special  proceeding against such foreign
corporation or any of its officers, directors or shareholders.