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Office of the Revisor of Statutes

Key: (1) language to be deleted (2) new language

  

                         Laws of Minnesota 1985 

                        CHAPTER 97-S.F.No. 1071 
           An act relating to corporations; providing for access 
          by shareholders to certain corporate records; 
          protecting the privacy of individuals; amending 
          Minnesota Statutes 1984, sections 302A.011, by adding 
          a subdivision; and 302A.461, subdivisions 4 and 5, and 
          by adding a subdivision. 
BE IT ENACTED BY THE LEGISLATURE OF THE STATE OF MINNESOTA: 
    Section 1.  Minnesota Statutes 1984, section 302A.011, is 
amended by adding a subdivision to read: 
    Subd. 40.  [PUBLICLY HELD CORPORATION.] "Publicly held 
corporation" means a corporation that has a class of equity 
securities registered pursuant to section 12 of the Securities 
Exchange Act of 1934, as amended through December 31, 1984. 
    Sec. 2.  Minnesota Statutes 1984, section 302A.461, 
subdivision 4, is amended to read: 
    Subd. 4.  [RIGHT TO INSPECT.] (a) A shareholder, beneficial 
owner, or a holder of a voting trust certificate of a 
corporation that is not a publicly held corporation has an 
absolute right, upon written demand, to examine and copy, in 
person or by a legal representative, at any reasonable time:  
    (1) The share register; and 
    (2) All documents referred to in subdivision 2.  
    (b) A shareholder, beneficial owner, or a holder of a 
voting trust certificate of a corporation that is not a publicly 
held corporation has a right, upon written demand, to examine 
and copy, in person or by a legal representative, other 
corporate records at any reasonable time only if the 
shareholder, beneficial owner, or holder of a voting trust 
certificate demonstrates a proper purpose for the examination.  
A "proper purpose" is one reasonably related to the person's 
interest as a shareholder, beneficial owner, or holder of a 
voting trust certificate of the corporation.  
     (c) A shareholder, beneficial owner, or a holder of a 
voting trust certificate of a publicly held corporation has, 
upon written demand stating the purpose and acknowledged or 
verified in the manner provided in chapter 358, a right at any 
reasonable time to examine and copy the corporation's share 
register and other corporate records upon demonstrating the 
stated purpose to be a proper purpose.  The acknowledged or 
verified demand must be directed to the corporation at its 
registered office in this state or at its principal place of 
business. 
     (d) For purposes of this section, a "proper purpose" is one 
reasonably related to the person's interest as a shareholder, 
beneficial owner, or holder of a voting trust certificate of the 
corporation. 
    Sec. 3.  Minnesota Statutes 1984, section 302A.461, is 
amended by adding a subdivision to read: 
    Subd. 4b.  [OTHER USE PROHIBITED.] A shareholder, 
beneficial owner, or holder of a voting trust certificate who 
has gained access under this section to any corporate record 
including the share register may not use or furnish to another 
for use the corporate record or a portion of the contents for 
any purpose other than a proper purpose.  Upon application of 
the corporation, a court may issue a protective order or order 
other relief as may be necessary to enforce the provisions of 
this subdivision. 
    Sec. 4.  Minnesota Statutes 1984, section 302A.461, 
subdivision 5, is amended to read: 
    Subd. 5.  [COST OF COPIES.] Copies of the share register 
and all documents referred to in subdivision 2, if required to 
be furnished under this section, shall be furnished at the 
expense of the corporation.  A copy of the most recently 
generated share register shall be furnished at the expense of 
the corporation if the requesting party shows a proper purpose.  
In all other cases, the corporation may charge the requesting 
party a reasonable fee to cover the expenses of providing the 
copy.  
    Sec. 5.  [EFFECTIVE DATE.] 
    Sections 1 to 4 are effective the day following final 
enactment. 
    Approved May 9, 1985