2023 New York Laws › BSC - Business Corporation › Article 6 - Shareholders › 624 - Books and Records; Right of Inspection, Prima Facie Evidence.

§ 624. Books and records; right of inspection, prima facie evidence.
(a) Each corporation shall keep correct and complete books and records
of   account   and   shall  keep  minutes  of  the  proceedings  of  its
shareholders, board and executive committee, if any, and shall  keep  at
the  office  of  the  corporation  in this state or at the office of its
transfer agent or registrar in this state, a record containing 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.    Any  of  the  foregoing  books, minutes or records may be in
written form or in any  other  form  capable  of  being  converted  into
written form within a reasonable time.
(b)  Any  person  who  shall  have  been  a shareholder of record of a
corporation upon at least five days' written demand shall have the right
to examine in person or by agent  or  attorney,  during  usual  business
hours,  its minutes of the proceedings of its shareholders and record of
shareholders and to make extracts therefrom for any  purpose  reasonably
related  to  such person's interest as a shareholder.  Holders of voting
trust certificates representing  shares  of  the  corporation  shall  be
regarded  as  shareholders  for  the purpose of this section.   Any such
agent or attorney 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 written form and in
any other  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 paragraph 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.
(c) An inspection authorized by paragraph (b) may be  denied  to  such
shareholder  or  other  person  upon  his  refusal  to  furnish  to  the
corporation, 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 corporation  and  that
he  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.
(d) Upon refusal by the corporation or by an officer or agent  of  the
corporation to permit an inspection of the minutes of the proceedings of
its  shareholders  or  of the record of shareholders as herein provided,
the person making the demand for inspection may  apply  to  the  supreme
court  in  the  judicial district where the office of the corporation is
located, upon such  notice  as  the  court  may  direct,  for  an  order
directing  the  corporation,  its  officer or agent to show cause why an
order should not be granted permitting such inspection 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 inspection, the court  shall
grant  an  order  compelling  such  inspection and awarding such further
relief as to the court may seem just and proper.
(e) Upon the written request of any shareholder, the corporation shall
give or mail to such shareholder an annual balance sheet and profit  and
loss  statement  for  the  preceding  fiscal  year,  and, if any interim

balance sheet or profit and loss statement has been distributed  to  its
shareholders  or otherwise made available to the public, the most recent
such interim balance sheet or profit and loss statement. The corporation
shall  be allowed a reasonable time to prepare such annual balance sheet
and profit and loss statement.
(f) Nothing herein contained shall  impair  the  power  of  courts  to
compel  the  production  for  examination  of the books and records of a
corporation.
(g) The books and records 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 corporation or any of  its
officers, directors or shareholders.