2015 Indiana Code
TITLE 23. BUSINESS AND OTHER ASSOCIATIONS
ARTICLE 1. INDIANA BUSINESS CORPORATION LAW
CHAPTER 52. RECORDS
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IC 23-1-52
Chapter 52. Records
IC 23-1-52-1
Required records
Sec. 1. (a) A corporation shall keep as permanent records minutes
of all meetings of its shareholders and board of directors, a record of
all actions taken by the shareholders or board of directors without a
meeting, and a record of all actions taken by a committee of the board
of directors in place of the board of directors on behalf of the
corporation.
(b) A corporation shall maintain appropriate accounting records.
(c) A corporation or its agent shall maintain a record of its
shareholders, in a form that permits preparation of a list of the names
and addresses of all shareholders, in alphabetical order by class of
shares showing the number and class of shares held by each.
(d) A corporation shall maintain its records in written form or in
another form capable of conversion into written form within a
reasonable time.
(e) A corporation shall keep a copy of the following records at its
principal office:
(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 its board of directors with respect to
one (1) or more classes or series of shares and fixing their
relative rights, preferences, and limitations, if shares issued
pursuant to those resolutions are outstanding.
(4) The minutes of all shareholders' meetings, and records of all
action taken by shareholders without a meeting, for the past
three (3) years.
(5) All written communications to shareholders generally within
the past three (3) years, including the financial statements
furnished for the past three (3) years under IC 23-1-53-1.
(6) A list of the names and business addresses of its current
directors and officers.
(7) Its most recent biennial report delivered to the secretary of
state under IC 23-1-53-3.
As added by P.L.149-1986, SEC.36. Amended by P.L.119-2015,
SEC.23.
IC 23-1-52-2
Shareholder's right to inspect and copy records
Sec. 2. (a) Subject to section 3(c) of this chapter, 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 section 1(e) of this chapter if the shareholder
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gives the corporation written notice of the shareholder's demand at
least five (5) business days before the date on which the shareholder
wishes to inspect and copy.
(b) 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 (c) and gives the
corporation written notice of the shareholder's demand at least five
(5) business days before the date on which the shareholder 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).
(2) Accounting records of the corporation.
(3) The record of shareholders.
(c) A shareholder may inspect and copy the records identified in
subsection (b) only if:
(1) the shareholder's demand is made in good faith and for a
proper purpose;
(2) the shareholder describes with reasonable particularity the
shareholder's purpose and the records the shareholder desires to
inspect; and
(3) the records are directly connected with the shareholder's
purpose.
(d) The right of inspection granted by this section may not be
abolished or limited by a corporation's articles of incorporation or
bylaws.
(e) This section does not affect:
(1) the right of a shareholder to inspect records under
IC 23-1-30-1 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 article, to compel
the production of corporate records for examination.
As added by P.L.149-1986, SEC.36.
IC 23-1-52-3
Inspection by agent or attorney; copies; costs; list of shareholders
Sec. 3. (a) A shareholder's agent or attorney, if authorized in
writing, has the same inspection and copying rights as the
shareholder represented.
(b) The right to copy records under section 2 of this chapter
includes, if reasonable, the right to receive copies made by
photographic, xerographic, or other means.
(c) The corporation may impose a reasonable charge, covering the
costs of labor and material, for copies of any documents provided to
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the shareholder. The charge may not exceed the estimated cost of
production or reproduction of the records.
(d) The corporation may comply with a shareholder's demand to
inspect the record of shareholders under section 2(b)(3) of this
chapter by providing the shareholder with a list of its shareholders
that was compiled no earlier than the date of the shareholder's
demand.
As added by P.L.149-1986, SEC.36.
IC 23-1-52-4
Court order for inspection and copying; costs; restrictions
Sec. 4. (a) If a corporation does not allow a shareholder who
complies with section 2(a) of this chapter to inspect and copy any
records required by that subsection to be available for inspection, the
circuit or superior court of the county where the corporation's
principal office (or, if none in Indiana, its registered office) is located
may order inspection and copying of the records demanded at the
corporation's expense upon application of the shareholder.
(b) If a corporation does not within a reasonable time allow a
shareholder to inspect and copy any other record, the shareholder
who complies with sections 2(b) and 2(c) of this chapter may apply
to the circuit or superior court in the county where the corporation's
principal office (or, if none in Indiana, its registered office) is located
for an order to permit inspection and copying of the records
demanded. The court shall dispose of an application under this
subsection on an expedited basis.
(c) If the court orders inspection and copying of the records
demanded, it shall also order the corporation to pay the shareholder's
costs (including reasonable counsel fees) incurred to obtain the order
unless the corporation proves that it refused inspection in good faith
because it had a reasonable basis for doubt about the right of the
shareholder to inspect the records demanded.
(d) If the court orders inspection and copying of the records
demanded, it shall impose the restrictions provided by section 5 of
this chapter on the use and distribution of the records by the
demanding shareholder.
As added by P.L.149-1986, SEC.36.
IC 23-1-52-5
Use and distribution of information
Sec. 5. (a) The use and distribution of any information acquired
from records inspected or copied under the rights granted by this
chapter or by IC 23-1-30-1 are restricted solely to the proper purpose
described with particularity under section 2(c) of this chapter.
(b) This section applies whether the use and distribution are by the
shareholder, the shareholder's agent or attorney, or any person who
obtains the information (directly or indirectly) from the shareholder
or agent or attorney.
(c) The shareholder, the shareholder's agent or attorney, and any
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other person who obtains the information shall use reasonable care to
ensure that the restrictions imposed by this section are observed.
As added by P.L.149-1986, SEC.36.
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