2019 Nevada Revised Statutes
Chapter 78 - Private Corporations
NRS 78.105 - Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties.
1. A corporation shall keep a copy of the following records at its principal office or with its custodian of records whose name and street address are available at the corporation’s registered office:
(a) A copy certified by the Secretary of State of its articles of incorporation, and all amendments thereto;
(b) A copy certified by an officer of the corporation of its bylaws and all amendments thereto; and
(c) A stock ledger or a duplicate stock ledger, revised annually not later than 60 days after the date by which an annual list is required to be filed pursuant to NRS 78.150, containing only the names, alphabetically arranged, of all persons who are stockholders of record of the corporation, showing their places of residence, if known, and the number of shares held by them respectively. A corporation is not required to keep a list of any person who is a beneficial owner of any shares who is not simultaneously the stockholder of record of such shares, or any other information concerning any person having an interest in the corporation, except for the stock ledger or duplicate stock ledger required by this paragraph. Absent manifest error or actual fraud, the stock ledger of the corporation, as maintained by the corporation or its designated transfer agent, shall conclusively determine the stockholders of record of the corporation.
2. Any person who has been a stockholder of record of a corporation for at least 6 months immediately preceding the demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least 5 days’ written demand, including the affidavit required pursuant to subsection 4, is entitled to inspect in person or by agent or attorney, during usual business hours, the records required by subsection 1 and make copies therefrom. Holders of voting trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection. Every corporation that neglects or refuses to keep the records required by subsection 1 open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.
3. If the records required by subsection 1 are not made available for inspection at a location within this State pursuant to a proper demand made pursuant to subsection 2, the stockholder or other person demanding the inspection may serve a demand upon the corporation’s registered agent that the records to be inspected be sent to the demanding stockholder or other person or the agent or attorney thereof. Upon such a demand, the corporation shall send copies of the requested records required by subsection 1, either in paper or electronic form, to the stockholder, other person, agent or attorney entitled to inspect the requested records within 10 business days after service of the demand upon the registered agent.
4. Together with the written demand required pursuant to subsection 2, a stockholder or other person who wishes to inspect the records required by subsection 1 or make copies therefrom shall furnish an affidavit to the corporation stating that the inspection is not desired for a purpose which is in the interest of a business or object other than the business of the corporation and that the stockholder or other person has not at any time sold or offered for sale any list of stockholders of any domestic or foreign corporation or aided or abetted any person in procuring any such record of stockholders for any such purpose.
5. If any corporation willfully neglects or refuses to make any proper entry in the stock ledger or duplicate copy thereof, or neglects or refuses to permit an inspection of the records required by subsection 1 upon demand by a person entitled to inspect them, or refuses to permit copies to be made therefrom, as provided in subsection 2, the corporation is liable to the person injured for all damages resulting to the person therefrom.
6. In every instance where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.
7. The right to copy records under subsection 2 includes, if reasonable, the right to make copies by photographic, xerographic or other means.
8. The corporation may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any records provided to the stockholder.
[80:177:1925; A 1951, 332] — (NRS A 1959, 29; 1963, 217; 1965, 978; 1991, 1214; 1997, 697; 2003, 3082; 2007, 2642; 2015, 1279, 3219; 2019, 89, 2484)
