RS 12:103 Corporate records; right of shareholder to inspect - Louisiana Statutes

§103.  Corporate records; right of shareholder to inspect

A.  Every corporation shall keep at its registered office, or at its principal place of business in or outside of this state:

(1)  Books and accounts showing the amounts of its assets and liabilities, receipts and disbursements, and gains and losses; and

(2)  Records of the proceedings of the shareholders, of the directors, and of committees of the board.  

B.  Every corporation shall keep at its registered office, or at its principal place of business or at the office of a transfer agent in or outside of this state, a share register, or a stock certificate record, giving the names of the shareholders, and showing their respective addresses, as and if furnished by each shareholder, the number and classes of shares held by each, and the dates on which the certificates were issued.  

C.  If the records required by subsections A and B of this section are not kept at the registered office, information as to their location shall be made available at the registered office.  Such records may be in written form or in any other form capable of being converted into written form within a reasonable time.  

D.(1)(a)  Upon at least five days' written notice any shareholder, except a business competitor, who is and has been the holder of record of at least five percent of the outstanding shares of any class of a corporation for at least six months shall have the right to examine, in person or by agent or attorney, at any reasonable time, for any proper and reasonable purpose, any and all of the records and accounts of the corporation and to make extracts therefrom.  

(b)  Two or more shareholders, each of whom has been a holder of record of shares for the period aforesaid and whose aggregate holdings equal the percentage aforesaid, may join in such request and jointly exercise these rights.  

(c)  Holders of voting trust certificates representing shares of the corporation shall be regarded as shareholders for the purposes of this Section.  

(2)  In case of stock held or acquired by, or held by or through an interposed person for, a business competitor or a person who owns stock or is otherwise interested in a corporation that is a business competitor, he or it must own not less than twenty-five percent of all outstanding shares of the corporation for a period of six months before he or it may demand the rights and privileges as set forth in this Subsection.  

(3)  Nothing contained in this Subsection shall impair the power of the court:

(a)  To deny the right of inspection as to confidential matters; or

(b)  To order the production of documents pursuant to and subject to the limitations of applicable provisions of the Code of Civil Procedure.  

E.  Subject to such restrictions or qualifications as may be stated in the articles or by-laws, or in a resolution of shareholders adopted by a majority of the voting power present, a corporation may confer upon the holders of bonds, debentures or other obligations of the corporation, the right of inspection of records and accounts, and any other rights which the shareholders of the corporation may have.  

Acts 1968, No. 105, §1.  Acts 1984, No. 841, §1, eff. July 13, 1984.