2010 Pennsylvania Code
Title 15 - CORPORATIONS AND UNINCORPORATED ASSOCIATIONS
Chapter 15 - Corporate Powers, Duties and Safeguards
1508 - Corporate records; inspection by shareholders.

     § 1508.  Corporate records; inspection by shareholders.
        (a)  Required records.--Every business corporation shall keep
     complete and accurate books and records of account, minutes of
     the proceedings of the incorporators, shareholders and directors
     and a share register giving the names and addresses of all
     shareholders and the number and class of shares held by each.
     The share register shall be kept at any of the following
     locations:
            (1)  the registered office of the corporation in this
        Commonwealth;
            (2)  the principal place of business of the corporation
        wherever situated;
            (3)  any actual business office of the corporation; or
            (4)  the office of the registrar or transfer agent of the
        corporation.
        (b)  Right of inspection by a shareholder.--Every shareholder
     shall, upon written verified demand stating the purpose thereof,
     have a right to examine, in person or by agent or attorney,
     during the usual hours for business for any proper purpose, the
     share register, books and records of account, and records of the
     proceedings of the incorporators, shareholders and directors and
     to make copies or extracts therefrom. A proper purpose shall
     mean a purpose reasonably related to the interest of the person
     as a shareholder. In every instance where an attorney or other
     agent is the person who seeks the right of inspection, the
     demand shall be accompanied by a verified power of attorney or
     other writing that authorizes the attorney or other agent to so
     act on behalf of the shareholder. The demand shall be directed
     to the corporation:
            (1)  at its registered office in this Commonwealth;
            (2)  at its principal place of business wherever
        situated; or
            (3)  in care of the person in charge of an actual
        business office of the corporation.
        (c)  Proceedings for the enforcement of inspection by a
     shareholder.--If the corporation, or an officer or agent
     thereof, refuses to permit an inspection sought by a shareholder
     or attorney or other agent acting for the shareholder pursuant
     to subsection (b) or does not reply to the demand within five
     business days after the demand has been made, the shareholder
     may apply to the court for an order to compel the inspection.
     The court shall determine whether or not the person seeking
     inspection is entitled to the inspection sought. The court may
     summarily order the corporation to permit the shareholder to
     inspect the share register and the other books and records of
     the corporation and to make copies or extracts therefrom, or the
     court may order the corporation to furnish to the shareholder a
     list of its shareholders as of a specific date on condition that
     the shareholder first pay to the corporation the reasonable cost
     of obtaining and furnishing the list and on such other
     conditions as the court deems appropriate. Where the shareholder
     seeks to inspect the books and records of the corporation, other
     than its share register or list of shareholders, he shall first
     establish:
            (1)  That he has complied with the provisions of this
        section respecting the form and manner of making demand for
        inspection of the document.
            (2)  That the inspection he seeks is for a proper
        purpose.
     Where the shareholder seeks to inspect the share register or
     list of shareholders of the corporation and he has complied with
     the provisions of this section respecting the form and manner of
     making demand for inspection of the documents, the burden of
     proof shall be upon the corporation to establish that the
     inspection he seeks is for an improper purpose. The court may,
     in its discretion, prescribe any limitations or conditions with
     reference to the inspection or award such other or further
     relief as the court deems just and proper. The court may order
     books, documents and records, pertinent extracts therefrom, or
     duly authenticated copies thereof, to be brought into this
     Commonwealth and kept in this Commonwealth upon such terms and
     conditions as the order may prescribe.
        (d)  Certain provisions of articles ineffective.--This
     section may not be relaxed by any provision of the articles.
        (e)  Cross references.--See sections 107 (relating to form of
     records), 1512 (relating to informational rights of a director)
     and 1763(c) (relating to certification by nominee).
     (Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001,
     P.L.418, No.34, eff. 60 days)

        Cross References.  Section 1508 is referred to in section
     1512 of this title.