Section 10A-2A-16.01

Corporate records.

(a) A corporation shall maintain the following records:

(1) its certificate of incorporation as currently in effect;

(2) any notices to stockholders referred to in Section 10A-2A-1.20(c)(5) specifying facts on which a filed document is dependent if those facts are not included in the certificate of incorporation or otherwise available as specified in Section 10A-2A-1.20(c)(5);

(3) its bylaws as currently in effect;

(4) all written communications within the past three years to stockholders generally;

(5) minutes of all meetings of, and records of all actions taken without a meeting by, its stockholders, its board of directors, and board committees established under Section 10A-2A-8.25;

(6) a list of the names and business addresses of its current directors and officers; and

(7) its most recent annual report delivered to the Secretary of State under Section 10A-2A-16.11.

(b) A corporation shall maintain all annual financial statements prepared for the corporation for its last three fiscal years (or any shorter period of existence) and any audit or other reports with respect to those financial statements.

(c) A corporation shall maintain accounting records in a form that permits preparation of its financial statements.

(d) A corporation shall maintain a record of its current stockholders in alphabetical order by class or series of stock showing the address of each stockholder to which notices and other communications from the corporation are to be sent, and which shall include the number and class or series of stock held by each stockholder. In addition, if a stockholder has provided an electronic mail address to the corporation or has consented to receive notices or other communications by electronic mail or other electronic transmission, the record of stockholders shall include the electronic mail or other electronic transmission address of the stockholder if notices or other communications are being delivered by the corporation to the stockholder at that electronic mail or other electronic transmission address pursuant to Section 10A-2A-1.41(d). An electronic mail address of a stockholder shall be deemed to be provided by a stockholder if it is contained in a communication to the corporation by or on behalf of the stockholder, unless the communication expressly indicates that the electronic mail address may not be used to deliver notices or other communications.

(e) A corporation shall maintain the records specified in this section in a manner so that they may be made available for inspection within a reasonable time.

(Act 2019-94, §1; Act 2021-299, §3.)