Records, Information, and Reports

C.R.S. tit. 7, art. 116

in effect

C.R.S. § 7-116-101 Corporate records

7-116-101. Corporate records. (1) A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation, and a record of all waivers of notices of meetings of shareholders and of the board of directors or any committee of the board of directors. (2) A corporation shall maintain appropriate accounting records. (3) A corporation or its agent shall maintain a record of the names and addresses of its shareholders, in a form that permits preparation of a list of shareholders that is arranged by voting group and within each voting group by class or series of shares, that is alphabetical within each class or series, and that shows the address of, and the number of shares of each class and series held by, each shareholder. (4) A corporation shall maintain its records in written form. (5) A corporation shall keep a copy of each of the following records at its principal office: (a) Its articles of incorporation; (b) Its bylaws; (c) The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years; (d) All written communications within the past three years to shareholders as a group or to the holders of any class or series of shares as a group; (e) A list of the names and business addresses of its current directors and officers; (f) A copy of its most recent periodic report pursuant to part 5 of article 90 of this title; and (g) All financial statements prepared for periods ending during the last three years that a shareholder could have requested under section 7-116-105.

C.R.S. § 7-116-102 Inspection of corporate records by shareholder - definitions

7-116-102. Inspection of corporate records by shareholder - definitions. (1) A shareholder is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in section 7-116-101 (5) if the shareholder gives the corporation written demand at least five business days before the date on which the shareholder wishes to inspect and copy such records. (2) In addition to the rights set forth in subsection (1) of this section, a shareholder is entitled to inspect and copy, during regular business hours at a reasonable location stated by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection (3) of this section and gives the corporation written demand at least five business days before the date on which the shareholder wishes to inspect and copy such records: (a) Excerpts from minutes of any meeting of the board of directors or from records of any action taken by the board of directors without a meeting, minutes of any meeting of the shareholders or records of any action taken by the shareholders without a meeting, excerpts of records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, and waivers of notices of any meeting of the shareholders or the board of directors or any committee of the board of directors; (b) Accounting records of the corporation; and (c) The record of shareholders described in section 7-116-101 (3). (3) A shareholder may inspect and copy the records described in subsection (2) of this section only if: (a) The shareholder has been a shareholder for at least three months immediately preceding the demand to inspect or copy or is a shareholder of at least five percent of all of the outstanding shares of any class of shares of the corporation as of the date the demand is made; (b) The demand is made in good faith and for a proper purpose; (c) The shareholder describes with reasonable particularity the purpose and the records the shareholder desires to inspect; and (d) The records are directly connected with the described purpose. (4) For purposes of this section: (a) "Proper purpose" means a purpose reasonably related to the demanding shareholder's interest as a shareholder; and (b) "Shareholder" includes a beneficial owner. (5) The right of inspection granted by this section may not be abolished or limited by the articles of incorporation or bylaws. (6) This section does not affect: (a) The right of a shareholder to inspect records under section 7-107-201; (b) The right of a shareholder to inspect records to the same extent as any other litigant if the shareholder is in litigation with the corporation; or (c) The power of a court, independent of articles 101 to 117 of this title, to compel the production of corporate records for examination.

C.R.S. § 7-116-103 Scope of shareholder's inspection right

7-116-103. Scope of shareholder's inspection right. (1) A shareholder's agent or attorney has the same inspection and copying rights as the shareholder. (2) The right to copy records under section 7-116-102 includes, if reasonable, the right to receive copies made by photographic, xerographic, or other means. (3) Except as provided in section 7-116-106, the corporation may impose a reasonable charge, covering the costs of labor and material, for copies of any documents provided to the shareholder. The charge may not exceed the estimated cost of production and reproduction of the records. (4) The corporation may comply with a shareholder's demand to inspect the record of shareholders under section 7-116-102 (2)(c) by furnishing to the shareholder a list of shareholders that complies with section 7-116-101 (3) and was compiled no earlier than the date of the shareholder's demand.

C.R.S. § 7-116-104 Court-ordered inspection of corporate records

7-116-104. Court-ordered inspection of corporate records. (1) If a corporation refuses to allow a shareholder, or the shareholder's agent or attorney, who complies with section 7-116-102 (1) to inspect or copy any records that the shareholder is entitled to inspect or copy by said section, the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, the district court for the city and county of Denver may, on application of the shareholder, summarily order the inspection or copying of the records demanded at the corporation's expense. (2) If a corporation refuses to allow a shareholder, or the shareholder's agent or attorney, who complies with section 7-116-102 (2) and (3) to inspect or copy any records that the shareholder is entitled to inspect or copy by section 7-116-102 (2) and (3) within a reasonable time following the shareholder's demand, the district court for the county in this state in which the street address of the corporation's principal office is located or, if the corporation has no principal office in this state, the district court for the county in which the street address of its registered agent is located or, if the corporation has no registered agent, the district court for the city and county of Denver may, on application of the shareholder, summarily order the inspection or copying of the records demanded. (3) If a court orders inspection or copying of the records demanded, unless the corporation proves that it refused inspection or copying in good faith because it had a reasonable basis for doubt about the right of the shareholder or the shareholder's agent or attorney to inspect or copy the records demanded: (a) The court shall also order the corporation to pay the shareholder's costs, including reasonable counsel fees, incurred to obtain the order; (b) The court may order the corporation to pay the shareholder for any damages the shareholder incurred; (c) If inspection or copying is ordered pursuant to subsection (2) of this section, the court may order the corporation to pay the shareholder's inspection and copying expenses; and (d) The court may grant the shareholder any other remedy provided by law. (4) If a court orders inspection or copying of records demanded, it may impose reasonable restrictions on the use or distribution of the records by the demanding shareholder.

C.R.S. § 7-116-105 Financial statements

7-116-105. Financial statements. Upon the written request of any shareholder, a corporation shall deliver to the shareholder its most recent annual financial statements, if any, and its most recently published financial statements, if any, showing in reasonable detail its assets and liabilities and results of its operations.

C.R.S. § 7-116-106 Information respecting shares

7-116-106. Information respecting shares. Upon the written request of any shareholder, a corporation shall deliver to the shareholder, at the corporation's expense, the information specified by section 7-106-206 (4), whether or not the information is also contained or summarized on any share certificate of the shareholder.

C.R.S. § 7-116-107 Periodic report to secretary of state

7-116-107. Periodic report to secretary of state. Part 5 of article 90 of this title, providing for periodic reports from reporting entities, applies to domestic corporations and applies to foreign corporations that are authorized to transact business or conduct activities in this state.

C.R.S. § 7-116-108 Statement of person named as director or officer

7-116-108. Statement of person named as director or officer. (Repealed)

C.R.S. § 7-116-109 Interrogatories by secretary of state

7-116-109. Interrogatories by secretary of state. (Repealed)

Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://leg.colorado.gov/sites/default/files/images/olls/crs2024-title-07.docxFetched: 10/6/2026