How do you get access to company books and records in New York?

This page explains New York law for corporations, limited liability companies and general partnerships formed in New York: what records each kind of owner can see, how to ask, what the company may refuse, and how to get a court order. It is written for minority owners who are shut out of the numbers, and for companies deciding how to answer a demand. KOR Law LLP's business divorce practice represents founders, minority members, managing partners and shareholders in disputes inside closely held companies, and records fights are often where those disputes begin.

Which records can each kind of owner see?

The answer depends on the entity, because each statute lists different records and sets different conditions.

• Shareholders of a corporation. A shareholder of record, on at least five days' written demand, may examine the minutes of shareholder proceedings and the record of shareholders, in person or by an agent or attorney, during usual business hours, for any purpose reasonably related to the shareholder's interest (BCL 624(b)). On written request, the corporation must also provide its annual balance sheet and profit and loss statement for the preceding fiscal year, plus the most recent interim statements if it has distributed them to shareholders or made them public (BCL 624(e)).
• Members of an LLC. Any member may inspect and copy, at the member's own expense and for any purpose reasonably related to the member's interest, the records the company must keep: lists of managers and members with contributions and profit shares, the articles of organization, the operating agreement and amendments, and three years of tax returns. The member may also see financial statements for the three most recent fiscal years and "other information regarding the affairs" of the company "as is just and reasonable" (LLC Law 1102(a), (b)).
• General partners. The partnership books are kept at the principal place of business, subject to the partners' agreement, and every partner "shall at all times have access to and may inspect and copy any of them" (Partnership Law 41). Partners must also give each other true and full information on demand (Partnership Law 42).

The rights are broadest for partners and narrowest, by statute, for shareholders, which is why the common-law right described below matters so much to minority shareholders.

How does the process work, step by step?

1. Confirm your status. BCL 624(b) belongs to a shareholder of record; LLC Law 1102(b) to a member; Partnership Law 41 to a partner. An owner whose name is not on the company's records may need to fix that first.
2. Write the demand. Name the statute, list the records, state your purpose in concrete terms and propose dates. For a shareholder, the five-day clock in BCL 624(b) runs from the written demand. An agent or attorney who will inspect for you needs written authorization (BCL 624(b)).
3. Expect an affidavit request. A corporation may refuse inspection of the shareholder records if the shareholder will not give an affidavit that the inspection is not for a business other than the corporation's, and that the shareholder has not sold or offered a shareholder list in the past five years (BCL 624(c)).
4. Review what you receive. The corporation must produce the information in written form and in any other format in which it keeps it, but need not create new formats (BCL 624(b)). LLC records may be kept in any form that can be converted to writing within a reasonable time (LLC Law 1102(d)).
5. If refused, go to court. A shareholder may apply to the Supreme Court in the judicial district where the corporation's office is located for an order to show cause; the court hears the parties summarily and, if the applicant is qualified, orders inspection and "such further relief as to the court may seem just and proper" (BCL 624(d)). The appellate decisions on this page arose from CPLR article 78 proceedings brought to compel inspection.
6. Use the records. Corporate books and records are prima facie evidence of the facts they state in favor of a plaintiff suing the corporation or its officers, directors or shareholders (BCL 624(g)).

What is the common-law right, and why does it matter?

BCL 624(f) says nothing in the statute "shall impair the power of courts to compel the production for examination of the books and records of a corporation." The Appellate Division has applied that preserved power repeatedly. In Matter of Pokoik v 575 Realties (2016), the First Department explained that shareholders have both statutory and common-law rights to inspect "so long as the shareholders seek the inspection in good faith and for a valid purpose," and that because the common-law right is broader, shareholders may inspect records "beyond the specific materials delineated" in BCL 624(b) and (e). The court treated concerns about mismanagement and excessive compensation as a proper purpose and allowed inspection of a wholly owned subsidiary's salary records where the parent had no records of its own.

In Matter of Goldstein v Acropolis Gardens Realty (2014), the Second Department held that a co-op shareholder who met BCL 624(b) was entitled to the shareholder list and board minutes, and that no hearing was needed where there was no substantial question of fact about the shareholder's good faith and purpose. Records requests are often an early sign of a deeper conflict; the warning signs that a partnership or LLC dispute is headed to court covers what usually comes next.

When can the company say no?

A company can push back on purpose, scope and confidentiality. In Matter of Liaros v Ted's Jumbo Red Hots (2012), the Fourth Department quoted the rule that improper purposes are those "inimical to the corporation, for example, to discover business secrets to aid a competitor of the corporation, [or] to secure prospects for personal business." Once the shareholder showed a proper purpose, the burden moved to the company to show bad faith or an improper purpose, and because the company raised a real question about competition, the court ordered a hearing. It added that being a competitor does not by itself bar inspection, but limits it to records "relevant and necessary" to the proper purpose, and that inspection may not unduly disturb the company's business.

LLCs have an extra tool: if the operating agreement provides for it, certain members or the managers may keep information confidential from other members for a reasonable time where they reasonably believe it is a trade secret, or in good faith believe disclosure is not in the company's best interest, or where law or a third-party agreement requires confidentiality (LLC Law 1102(c)). The operating agreement can also set reasonable standards for inspection (LLC Law 1102(b)).

What changes the answer?

• The entity type. BCL 624, LLC Law 1102 and Partnership Law 41 grant different rights.
• Record ownership. BCL 624(b) applies to a shareholder of record; voting trust certificate holders count as shareholders for this section.
• Your stated purpose. It must be reasonably related to your interest as an owner (BCL 624(b); LLC Law 1102(b)) and, for the common-law right, made in good faith (Pokoik).
• Competition. A competing business can narrow the scope and justify redactions (Liaros).
• The operating agreement. It may set inspection standards and confidentiality rights (LLC Law 1102(b), (c)).
• A separate contract. In Goldstein, the proprietary lease gave the shareholder a contractual right to the books of account.
• A pending lawsuit. Once a case is filed, document exchange follows the court's disclosure rules; in the Commercial Division, see what discovery limits apply in the New York Commercial Division.

For example: a 30% shareholder asking about officer pay

Common mistakes

• A vague purpose. "To see what is going on" invites a fight; tie the request to specific concerns, as the shareholders in Pokoik did.
• Asking for everything at once. Courts limit inspection to records relevant and necessary to the proper purpose (Liaros).
• Relying only on the statute. Shareholders who need more than minutes and the shareholder list should invoke the common-law right as well (BCL 624(f); Pokoik).
• Skipping the operating agreement. LLC inspection standards and confidentiality terms live there (LLC Law 1102(b), (c)).
• Sending an agent without paperwork. An agent or attorney inspecting for a shareholder needs written authorization (BCL 624(b)).
• Taking documents you have no right to. Self-help can create claims against you; use the demand and the court process.

What to do this week

1. Find your share certificate, membership schedule or partnership agreement to confirm your status.
2. Read the bylaws or operating agreement for inspection, confidentiality and notice terms.
3. Write down the specific transactions or concerns that explain why you need the records.
4. Send a dated written demand that cites the statute and, for shareholders, the common-law right.
5. Keep a log of every response, delay and refusal.
6. If the company refuses, speak with counsel about a court application and about any broader claims.

Frequently asked questions

Can the company charge me for copies?

For LLC members, inspection and copying are at the member's own expense (LLC Law 1102(b)). BCL 624 does not set a copying charge, and partners may inspect and copy partnership books under Partnership Law 41, subject to their agreement.

Do I need to be a shareholder for six months first?

No holding period appears in the current BCL 624(b). The section applies to "any person who shall have been a shareholder of record" upon at least five days' written demand.

What if the records show wrongdoing?

Records often support a claim for breach of duty, explained in what duties business partners and LLC managers owe each other in New York. If the harm fell on the company, read when a shareholder or member can sue on the company's behalf.

Can I see a subsidiary's records?

Sometimes. In Pokoik, the First Department allowed shareholders of a parent to inspect a wholly owned subsidiary's salary records where the parent had none, the requests were narrow and no undue burden was shown.

Will the court hold a hearing?

Only if there is a real factual dispute about good faith or purpose. Goldstein held no hearing was required where none existed; Liaros required one where the company raised a genuine competition concern.

Can records help value my interest in a buyout?

Yes. Financial statements, tax returns and compensation records are the raw material of any valuation; see how a business is valued in a New York buyout or dissolution. If you are negotiating an exit, read whether a minority shareholder can force a buyout or dissolution in New York as well.

Where are these disputes heard?

BCL 624(d) points shareholders to the Supreme Court in the judicial district where the corporation's office is located. Larger internal disputes often end up in the Commercial Division; see whether your business dispute belongs in the New York Commercial Division.