2020 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 16 - Records and Reports
Part 1 - Records
§ 14-2-1603. Scope of Inspection Right

1. A shareholder's agent or attorney has the same inspection and copying rights as the shareholder he represents.
2. The right to copy records under Code Section 14-2-1602 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means.
3. The corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production or reproduction of the records.
4. A corporation shall convert into written form without charge any record of shareholders not in written form, upon written request of a person entitled to inspect them.
5. The corporation may comply with a shareholder's demand to inspect the record of shareholders under paragraph (3) of subsection (b) of Code Section 14-2-1602 by providing him with a list of its shareholders that was compiled no earlier than the date of the shareholder's demand.

(Code 1981, §14-2-1603, enacted by Ga. L. 1988, p. 1070, § 1.)

- For annual survey on business associations, see 61 Mercer L. Rev. 45 (2009).

Source: Model Act, § 16.03. There was no comparable provision in former law. Formerly § 14-2-122(b) merely provided that shareholders could "make extracts from" the records they had a right to inspect.

Subsection (a) extends the right of inspection to an agent or attorney of a shareholder as well as the shareholder himself.

Subsection (b) recognizes that the right of inspection set forth in Section 14-2-1602 includes the general right to copy the documents inspected. This assures that a right to copy means more than a right to copy by longhand and extends to the right to receive, if reasonable, copies made by the modern technology of copying machines with the cost of reproduction being paid by the shareholder.

Subsection (c) authorizes the corporation to charge a reasonable fee based on reproduction costs (including labor and materials) for providing a copy of any document. The phrase "estimated cost of production or reproduction of the records" refers to the cost of assembling information and data to meet a demand as well as the cost of reproducing documents that are already in existence.

Subsection (d) is new, and is based on Mich. Stat. Ann. § 21.200(485). It requires conversion of computerized records into paper copy where requested, without charge.

Subsection (e) is designed to give the corporation the option of providing a reasonably current list of its shareholders instead of granting the right of inspection; a "reasonably current" list is defined in subsection (d) as one compiled no earlier than the date of the written demand, which under Section 14-2-1602(c) must provide at least five days' notice.

Cross-References Corporate records, see §§ 14-2-1601 &14-2-1602. Court-ordered inspection, see § 14-2-1604. Inspection right generally, see § 14-2-1602. Shareholders' list inspection, see § 14-2-720.

RESEARCH REFERENCES

Am. Jur. 2d.

- 18A Am. Jur. 2d, Corporations, §§ 279 et seq.

- 18 C.J.S., Corporations, § 413 et seq.

- Right of stockholder to have corporate books inspected by attorney, accountant, or other agent without stockholder's presence, 48 A.L.R.3d 1072.