2022 Connecticut General Statutes
Title 33 - Corporations
Chapter 601 - Business Corporations
Section 33-704. - Shareholders' list for meeting.
(a) After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders' meeting. If the board of directors fixes a different record date under subsection (e) of section 33-701 to determine the shareholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its shareholders who are entitled to vote at the meeting. A list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder.
(b) The shareholders' list for notice shall be available for inspection by any shareholder, beginning two business days after notice of the meeting is given for which the list was prepared and continuing through the meeting, (1) at the corporation's principal office or at a place identified in the meeting notice in the city where the meeting will be held, or (2) on a reasonably accessible electronic network, provided the information required to gain access to such list is provided with the notice of the meeting. In the event that the corporation makes the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation. A shareholders' list for voting must be similarly available for inspection promptly after the record date for voting. A shareholder, his agent or attorney is entitled on written demand to inspect and, subject to the requirements of subsection (d) of section 33-946, to copy a list, during regular business hours and at his expense, during the period it is available for inspection.
(c) If the meeting is to be held at a place, the corporation shall make the list of shareholders entitled to vote available during the meeting, and any shareholder, his agent or attorney is entitled to inspect the list at any time during the meeting or any adjournment. If the meeting is to be held solely by means of remote communication, such list shall be open to inspection during the meeting on a reasonably accessible electronic network, and the information required to access such list shall be provided with the notice of the meeting.
(d) If the corporation refuses to allow a shareholder or his agent or attorney to inspect a shareholders' list before or at the meeting, or copy a list as permitted by subsection (b) of this section, the superior court for the judicial district where a corporation's principal office or, if none in this state, its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation's expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.
(e) Refusal or failure to prepare or make available a shareholders' list does not affect the validity of action taken at the meeting.
(P.A. 94-186, S. 63, 215; P.A. 11-147, S. 6; P.A. 21-39, S. 15.)
History: P.A. 94-186 effective January 1, 1997; P.A. 11-147 amended Subsec. (a) to provide that if board fixes different record date for shareholders entitled to vote at meeting, a corporation also shall prepare alphabetical list of names of all shareholders entitled to vote at the meeting, amended Subsec. (b) to make existing provision re availability of list applicable to the shareholders' list “for notice”, add provision requiring shareholders' list for voting to be similarly available for inspection promptly after record date for voting and make technical and conforming changes, amended Subsec. (c) to replace “the shareholders' list” with “the list of shareholders entitled to vote” and amended Subsecs. (d) and (e) to make conforming changes; P.A. 21-39 amended Subsec. (b) by adding Subdiv. (1) designator and adding Subdiv. (2) re shareholders' list on electronic network and amended Subsec. (c) by replacing “The” with “If the meeting is to be held at a place, the”, adding provision re meeting held solely by means of remote communication and making a technical change, effective June 14, 2021.
