The Vermont Statutes Online

Title 11A : Vermont Business Corporations

Chapter 016 : Records and Reports

Subchapter 001 : Records

• § 16.02. Inspection of records by shareholders

  (a) A shareholder of a corporation is entitled to inspect and copy, during regular business hours at the corporation’s principal office, or, if none in this State, the registered office, any of the records of the corporation described in subsection 16.01(e) of this title if the shareholder gives the corporation written notice of the shareholder’s demand at least five business days before the date on which the shareholder wishes to inspect and copy. A shareholder of a close corporation as defined in section 20.02 of this title is also entitled to inspect and copy, pursuant to this subsection, such corporation’s record of shareholders.

  (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) of this section and gives the corporation written notice of his or her demand at least five business days before the day on which he or she wishes to inspect and copy:

  (1) accounting records of the corporation; and

  (2) the record of shareholders.

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

  (1) the shareholder establishes that 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 section 7.20 of this title or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant;

  (2) the power of a court, independently of this title, 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 or her behalf. (Added 1993, No. 85, § 2, eff. Jan. 1, 1994.)