Books and records.
R.I. Gen. Laws § 7-1.2-1502
in effect7-1.2-1502. Books and records.
(a) Each corporation shall keep correct and complete books and records of account, keep
minutes of the proceedings of its shareholders and of the board of directors and committees
of the board, and shall also keep at its registered office or principal place of business,
legal counsel’s office, or at the office of its transfer agent or registrar, a record
of its shareholders giving the names and addresses of all shareholders and the number
and class of the shares held by each. Any books, records, and minutes may be in written
form or any other form capable of being converted into written form within a reasonable
time.
(b) Any director, shareholder or holder of voting trust certificates for shares of a corporation,
upon written demand stating the purpose for the demand, has the right to examine,
in person, or by agent or attorney, at any reasonable time or times, for any proper
purpose, its relevant books and records of account, minutes, and record of shareholders
and to make extracts from those books and records of account, minutes, and record
of shareholders.
(c) Any officer or agent who, or a corporation which, refuses to allow any shareholder
or holder of voting trust certificates, or his or her agent or attorney, to examine
and make extracts from its books and records of account, minutes, and record of shareholders,
for any proper purpose, is liable to the shareholder or holder of voting trust certificates
in a penalty of ten percent (10%) of the value of the shares owned by the shareholder,
or in respect of which the voting trust certificates are issued, in addition to any
other damages or remedy afforded him or her by law. It is a defense to any action
for penalties under this section that the person bringing the suit has within two
(2) years sold or offered for sale any list of shareholders or of holders of voting
trust certificates for shares of the corporation or any other corporation or has aided
or abetted any person in procuring any list of shareholders or of holders of voting
trust certificates for that purpose, or has improperly used any information secured
through any prior examination of the books and records of account, or minutes, or
record of shareholders, or of holders of voting trust certificates for shares of the
corporation or any other corporation, or was not acting in good faith or for a proper
purpose in making his or her demand.
(d) Nothing contained in these provisions impairs the power of any court of competent
jurisdiction, upon proof by a director, shareholder or holder of voting trust certificates
of proper purpose, to compel the production for examination by the director, shareholder
or holder of voting trust certificates of the books and records of account, minutes,
and record of shareholders of a corporation.
(e) Upon the written request of any director, shareholder or holder of voting trust certificates
for shares of a corporation, the corporation shall mail to the director, shareholder
or holder of voting trust certificates its most recent financial statements showing
in reasonable detail its assets and liabilities and the results of its operations.
P.L. 2004, ch. 216, § 2; P.L. 2004, ch. 274, § 2; P.L. 2005, ch. 120, § 1; P.L. 2005,
ch. 130, § 1.
Source: State of Rhode Island General Assembly (rilegislature.gov)URL: https://webserver.rilegislature.gov/Statutes/TITLE7/7-1.2/7-15/7-1.2-1502.htmFetched: 10/20/2026