Nevada Business Associations; Securities; Commodities
Sec.
§
78.105
Maintenance of records at principal office or with custodian of records; inspection and copying of records; civil liability; penalties.
1.
A corporation shall keep a copy of the following records at its principal office or with its custodian of records whose name and street address are available at the corporations registered office:
(a)
A copy certified by the Secretary of State of its articles of incorporation, and all amendments thereto;
(b)
A copy certified by an officer of the corporation of its bylaws and all amendments thereto; and
(c)
A stock ledger or a duplicate stock ledger, revised annually not later than 60 days after the date by which an annual list is required to be filed pursuant to NRS 78.150, containing the names, alphabetically arranged, of all persons who are stockholders of record of the corporation, showing their places of residence, if known, and the number of shares held by them respectively.
2.
Any person who has been a stockholder of record of a corporation for at least 6 months immediately preceding the demand, or any person holding, or thereunto authorized in writing by the holders of, at least 5 percent of all of its outstanding shares, upon at least 5 days written demand is entitled to inspect in person or by agent or attorney, during usual business hours, the records required by subsection 1 and make copies therefrom. Holders of voting trust certificates representing shares of the corporation must be regarded as stockholders for the purpose of this subsection. If the records required by subsection 1 are kept outside of this State, a stockholder or other person entitled to inspect those records may serve a demand to inspect the records upon the corporations registered agent. Upon such a request, the corporation shall send copies of the requested records, either in paper or electronic form, to the stockholder or other person entitled to inspect the requested records within 10 business days after service of the request upon the registered agent. Every corporation that neglects or refuses to keep the records required by subsection 1 open for inspection, as required in this subsection, shall forfeit to the State the sum of $25 for every day of such neglect or refusal.
3.
If any corporation willfully neglects or refuses to make any proper entry in the stock ledger or duplicate copy thereof, or neglects or refuses to permit an inspection of the records required by subsection 1 upon demand by a person entitled to inspect them, or refuses to permit copies to be made therefrom, as provided in subsection 2, the corporation is liable to the person injured for all damages resulting to the person therefrom.
4.
In every instance where an attorney or other agent of the stockholder seeks the right of inspection, the demand must be accompanied by a power of attorney signed by the stockholder authorizing the attorney or other agent to inspect on behalf of the stockholder.
5.
The right to copy records under subsection 2 includes, if reasonable, the right to make copies by photographic, xerographic or other means.
6.
The corporation may impose a reasonable charge to recover the costs of labor and materials and the cost of copies of any records provided to the stockholder.