2022 Georgia Code
Title 14 - Corporations, Partnerships, and Associations
Chapter 2 - Business Corporations
Article 16 - Records and Reports
Part 1 - Records
§ 14-2-1602. Inspection of Records by Shareholders

1. A corporation shall keep a copy of the following records:
   1. Its articles or restated articles of incorporation and all amendments to them currently in effect;
   2. Its bylaws or restated bylaws and all amendments to them currently in effect;
   3. Resolutions adopted by either its shareholders or board of directors increasing or decreasing the number of directors, the classification of directors, if any, and the names and residence addresses of all members of the board of directors;
   4. Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding and any resolutions adopted by the board of directors that affect the size of the board of directors;
   5. The minutes of all shareholders’ meetings, executed waivers of notice of meetings, and executed consents, delivered in writing or by electronic transmission, evidencing all action taken by shareholders without a meeting, for the past three years;
   6. All communications in writing or by electronic transmission to shareholders generally within the past three years, including the financial statements furnished for the past three years under Code Section 14-2-1620;
   7. A list of the names and business addresses of its current directors and officers; and
   8. Its most recent annual registration delivered to the Secretary of State under Code Section 14-2-1622.
2. 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 (a) of this Code section if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.
3. 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 Code section and gives the corporation 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, records of any action of 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 or board of directors without a meeting, to the extent not subject to inspection under subsection (a) of this Code section;
   2. Accounting records of the corporation; and
   3. The record of shareholders.
4. A shareholder may inspect and copy the records described in subsection (c) of this Code section only if:
   1. His demand is made in good faith and for a proper purpose that is reasonably relevant to his legitimate interest as a shareholder;
   2. He describes with reasonable particularity his purpose and the records he desires to inspect;
   3. The records are directly connected with his purpose; and
   4. The records are to be used only for the stated purpose.
5. The right of inspection granted by this Code section may not be abolished or limited by a corporation’s articles of incorporation or bylaws. However, the right to inspection enumerated in subsection (c) of this Code section may be limited by a corporation’s articles of incorporation or bylaws for shareholders owning 2 percent or less of the shares outstanding.
6. This Code section does not affect:
   1. The right of a shareholder to inspect records under Code Section 14-2-720 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
   2. The power of a court, independently of this chapter, to compel the production of corporate records for examination.
7. For purposes of this Code section, “shareholder” includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf.

History. Code 1981, § 14-2-1602 , enacted by Ga. L. 1988, p. 1070, § 1; Ga. L. 2004, p. 508, § 20.

Cross references.

Right of members of public to inspect state, county, and municipal records, § 50-18-70 et seq.

Law reviews.

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

For article, “Business Associations,” see 63 Mercer L. Rev. 83 (2011).

For note, “Skimming from the 2%: The Status of Georgia’s Restrictions on Shareholder Access to Corporate Information,” 46 Ga. L. Rev. 835 (2012).

For annual survey on business corporations, see 64 Mercer L. Rev. 61 (2012).

For article, “2018 Georgia Corporation and Business Organization Case Law Developments,” see 24 Ga. St. B.J. 36 (June 2019).