Corporate records requirements for a New York corporation
New York corporations maintain corporate records under NY BCL § 624. Shareholders have inspection rights with a six-months-ownership-or-5% threshold, similar to Illinois and Missouri.
| NY BCL § 624 | Required corporate records and inspection |
|---|---|
| NY BCL § 624(b) | Stockholder list (10-day pre-meeting inspection) |
| NY BCL § 624(c) | Right of inspection for shareholders |
| NY BCL § 624(e) | Annual financial statement |
| Records location | Office of the corporation in NY |
| Inspection rights | Shareholders holding 5%+ or 6 months+ |
- Records under NY BCL § 624: minutes, share register, accounting records
- Inspection requires either 5% ownership OR 6+ months as a record shareholder
- Stockholder list available for inspection 10 days before any annual or special meeting
- Annual financial statement available to any shareholder under § 624(e)
- Records kept at the corporation's office in New York
What NY BCL § 624 requires
Section 624 of the New York Business Corporation Law requires every New York corporation to maintain books and records of account, minutes of proceedings of shareholders and directors, and the share register. Records are kept at the corporation's office in New York or at the office of its transfer agent or registrar.
The 5%-or-6-month inspection threshold
Like Illinois and Missouri, New York uses an ownership-and-time threshold for general records inspection. Under § 624(c), shareholders may demand inspection if they have held at least 5% of any class of shares OR have been a record shareholder for at least 6 months. The shareholder must give 5 business days' written notice, and the demand must be made in good faith.
Pre-meeting stockholder list under § 624(b)
New York provides a distinctive right under § 624(b): the stockholder list is available for inspection at the corporation's office during regular business hours, beginning 10 days before any annual or special meeting and continuing through the meeting itself. Any shareholder (regardless of ownership percentage or duration) may inspect the list to identify potential proxy targets, organize against management positions, or simply to know who else owns shares.
What's distinctive about New York
The 10-day-pre-meeting stockholder list right under § 624(b) is unusual and gives New York shareholders meaningful information ahead of votes. The 5%-or-6-month general inspection threshold is consistent with several other states' approaches but is restrictive enough to limit casual inspection demands. New York's § 624(e) right to an annual financial statement (with audited statements where available) gives all shareholders annual visibility into corporate financial position, regardless of size of holding.
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