You may own part of an Ohio corporation but still have questions about how the company is being managed. Concerns about finances, major business decisions, or company leadership can leave you wanting more information.
State law gives shareholders the right to inspect certain corporate records. However, that right is not unlimited. Your request must meet specific requirements before you can examine or copy corporate records.
What corporate records can you inspect?
Ohio corporations must maintain certain business and ownership documents. As a shareholder, you may have the right to examine documents that include:
- Articles of incorporation
- Corporate regulations
- Accounting books and financial records
- Meeting minutes
- Shareholder records
- Voting trust agreements on file with the corporation
These documents can help you understand company decisions, finances, and issues affecting your ownership interest.
What must your written request include?
To seek access, you must make a written demand that states your specific purpose. State law also requires you to seek access at a reasonable time and for a reasonable and proper purpose.
This means you generally cannot ask to see every company record without explaining why you need it. You should identify why you want access and which documents relate to that purpose.
The law also allows you to examine the records through someone acting on your behalf, such as an attorney, and to make copies or extracts of the materials you are entitled to inspect.
What if the corporation refuses your request?
A corporation may dispute whether your request satisfies the state’s requirements. If your demand meets those requirements and your stated purpose does not appear unreasonable or improper, the law presumes you are acting in good faith. The corporation then has the burden of proving otherwise if it refuses to provide you with access.
Disagreements may also arise over whether state law gives you the right to inspect the documents you requested.
A refusal does not necessarily end the matter. These shareholder record disputes can lead to court proceedings over whether the corporation must provide access.
Why a clear request matters
A focused records request can make it easier to identify exactly what the corporation is willing to provide and what it is refusing to disclose. If a disagreement remains, an attorney can help assess whether the dispute involves the purpose of your request, the records you seek, or the corporation’s basis for denying access.