2012 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 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 a signed written notice of his demand at least five business days before the date on which he wishes to inspect and copy.

(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 web site or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.

(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 subsection (d) of this section and gives the corporation a signed 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 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, the board of directors or a committee of the board 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.

(d) A shareholder may inspect and copy the records described in subsection (c) 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.

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

(f) 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.

(g) 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; P.A. 11-147, S. 9.)

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; P.A. 11-147 amended Subsec. (a) to require shareholder to give “a signed” written notice of his demand, added new Subsec. (b) re provision of information to person who becomes shareholder subsequent to record date for notice of the meeting and is entitled to vote at the meeting, redesignated existing Subsec. (b) as Subsec. (c) and amended same to require shareholder to give “a signed” written notice of his demand, reposition language re records of action taken by a committee of the board and make a technical change, redesignated existing Subsec. (c) as Subsec. (d) and amended same to make a technical change and redesignated existing Subsecs. (d) to (f) as Subsecs. (e) to (g).