Shareholder Inspection Request
Ask a corporation or LLC in writing to let you see its books and records.
Includes 30 days of edits
- 5 to 20 minutes
- Print-ready PDF
What is a Shareholder Inspection Request?
A shareholder inspection request, sometimes called a books and records demand, is a written letter in which a shareholder of a corporation, or a member of a limited liability company, formally asks the company for access to its records. State business laws give owners a right to inspect certain records, and the written demand is usually the step that starts that right.
Owners can typically see basic documents such as the articles, bylaws or operating agreement and the minutes of owner meetings with few conditions. Access to more sensitive records, such as accounting books, board minutes or the list of shareholders, often requires the request to state a proper purpose reasonably related to the person's interest as an owner, such as valuing their shares, investigating possible mismanagement or communicating with other shareholders.
A clear, specific request makes it easier for the company to respond and creates a record of exactly what was asked and when. If the company refuses or ignores a proper request, many states allow the owner to ask a court to order the inspection, and the written demand is the first thing the court will look at.
When to use it
- You own shares in a private corporation and want to review its financial statements or accounting records.
- You are a member of an LLC and the managers have not shared information about how the business is doing.
- You suspect mismanagement, waste or self-dealing and want to investigate before deciding what to do.
- You need the list of shareholders to communicate with other owners about a vote or proxy contest.
- You want to value your ownership interest before selling it or negotiating a buyout.
What is included
- Your name, contact details and ownership of record or beneficial ownership
- The company's name, entity type, state of formation and principal office
- A checklist of the books and records you want to inspect
- The time period the request covers
- A statement of your purpose for the inspection
- Inspection in person, by copies, or both, with proposed dates
- Designation of an attorney, accountant or other agent
- Offer to pay reasonable copying costs and sign a confidentiality agreement
- Requested response date and delivery method
- Optional sworn verification with a notary block
How to make your Inspection Request
Answer the questions
Tell us about the parties and the terms you want. Most documents take about 5 to 20 minutes.
Review the preview
Check the draft as you go and change any answer. The document updates instantly.
Download, sign and keep a copy
Download a print-ready PDF, sign it with the other parties, and give everyone a copy.
Frequently asked questions
Who has the right to inspect a corporation's books and records?
Shareholders of a corporation and members of an LLC generally have inspection rights under the law of the state where the company was formed. Some states give these rights to every owner, while others set minimum ownership levels or holding periods for certain records. The company's governing documents can add rights, but usually cannot take away the core rights the statute provides.
What is a proper purpose?
A proper purpose is a reason reasonably related to your interest as an owner. Common examples include valuing your shares, investigating possible wrongdoing by management, evaluating whether directors are independent, and contacting other shareholders about company matters. Purposes that serve a competitor or are purely personal usually do not qualify.
Which state's law applies to my request?
In most cases, inspection rights are governed by the law of the state where the company was incorporated or organized, even if its offices are elsewhere. Some states also apply their own rules to companies that are based or do business there. This letter asks for the state of formation and refers to its laws without citing specific statutes.
How long does a company have to respond?
Response deadlines are set by state law and vary. Some states give the company only a few business days, while others allow a longer reasonable time. This letter lets you request a response date and also asks the company to respond within any shorter period the law requires.
Do I need to sign the demand under oath?
Some states require a shareholder's inspection demand to be made under oath, while many only require a written request. You can add a sworn verification page to this letter and sign it in front of a notary if your state requires it or if you want the extra formality.
What if I hold my shares through a broker?
If your shares are held in street name by a broker or bank, you are a beneficial owner rather than the owner of record. Many states let beneficial owners inspect records but require proof of ownership, such as a recent brokerage statement, attached to the demand. The letter can describe and enclose that proof.
Can the company make me sign a confidentiality agreement?
Companies often ask for a reasonable confidentiality agreement before handing over sensitive records, and courts frequently allow reasonable conditions of that kind. Offering to sign one in your request can speed up access and shows good faith.
What can I do if the company refuses my request?
If the company does not respond or refuses a valid request, most states allow the owner to file a court action asking for an order compelling inspection, and some allow recovery of costs. Because these cases depend heavily on the facts and the state's rules, many people speak with a business attorney at that stage.
