2009 North Carolina Code
Chapter 55 - North Carolina Business Corporation Act.
§ 55-16-02. Inspection of records by shareholders.

§ 55‑16‑02.  Inspection of records by shareholders.

(a)        A qualified 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 G.S. 55‑16‑01(e) 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.

(b)        A qualified 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 his demand at least five business days before the date on which he wishes to inspect and copy:

(1)        Records of any final action taken with or without a meeting by the board of directors, or by 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 without a meeting, to the extent not subject to inspection under G.S. 55‑16‑02 (a);

(2)        Accounting records of the corporation; and

(3)        The record of shareholders;

provided that a shareholder of a public corporation shall not be entitled to inspect or copy any accounting records of the corporation or any records of the corporation with respect to any matter which the corporation determines in good faith may, if disclosed, adversely affect the corporation in the conduct of its business or may constitute material nonpublic information at the time the shareholder's notice of demand to inspect and copy is received by the corporation.

(c)        A qualified shareholder may inspect and copy the records described in subsection (b) only if:

(1)        His demand is made in good faith and for a proper purpose;

(2)        He describes with reasonable particularity his purpose and the records he desires to inspect; and

(3)        The records are directly connected with his 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 G.S. 55‑7‑20 or, if the shareholder is in litigation with the corporation, to inspect the records to the same extent as any other litigant;

(2)        The power of a court, independently of this Chapter, to compel the production of corporate records for examination.

(f)         For purposes of this section, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on his behalf and whose beneficial ownership is certified to the corporation by that voting trust or nominee.

(g)        For purposes of this section a "qualified shareholder" of a corporation is a person who shall have been a shareholder in the corporation for at least six months immediately preceding his demand or who shall be the holder of at least five percent (5%) of the corporation's outstanding shares of any class.

(h)        A qualified shareholder of a corporation that has the power to elect, appoint, or designate a majority of the directors of another domestic or foreign corporation or of a domestic or foreign nonprofit corporation, shall have the inspection rights provided in this section with respect to the records of that other corporation.

(i)         Notwithstanding the provisions of this section or any other provisions of this Chapter or interpretations thereof to the contrary, a shareholder of a public corporation shall have no common law rights to inspect or copy any accounting records of the corporation or any other records of the corporation that may not be inspected or copied by a shareholder of a public corporation as provided in G.S. 55‑16‑02(b). (1901, c. 2, ss. 38, 45, 49; Rev., ss. 1179‑1181; C.S., ss. 1170, 1172; G.S., ss. 55‑107, 55‑109; 1955, c. 1371, s. 1; 1965, c. 609; 1973, c. 469, s. 11; 1989, c. 265, s. 1; 1989 (Reg. Sess., 1990), c. 1024, s. 12.26; 1993, c. 552, s. 19.)