Texas Business Organizations Code

§ 21.218 — EXAMINATION OF RECORDS

BO § 21.218Title 2. CORPORATIONS · Ch. 21. FOR-PROFIT CORPORATIONS · Art. E. SHAREHOLDER RIGHTS AND RESTRICTIONS

Statute text

(a)In this section, a holder of a beneficial interest in a voting trust entered into under Section 6.251 is a holder of the shares represented by the beneficial interest.

(b)On written demand stating a proper purpose, a holder of shares of a corporation for at least six months immediately preceding the holder's demand, or a holder of at least five percent of all of the outstanding shares of a corporation, is entitled to examine and copy, at a reasonable time at the corporation's principal place of business or other location approved by the corporation and the holder, the corporation's books, records of account, minutes, share transfer records, and other records, whether in written or other tangible form, if the records are reasonably related to and appropriate to examine and copy for that proper purpose. For purposes of this subsection, the records of the corporation shall not include e-mails, text messages or similar electronic communications, or information from social media accounts unless the particular e-mail, communication, or social media information effectuates an action by the corporation. (b-1) The examination and copying may be conducted by the holder of shares or through an agent, accountant, or attorney. An agent, accountant, or attorney who conducts an examination and copying under this section is subject to any obligations of the shareholder with respect to the records made available for examination and copying. (b-2) This subsection applies only to a corporation that has a class or series of voting shares listed on a national securities exchange or that has made an affirmative election to be governed by Section 21.419. For purposes of Subsection (b), a written demand shall not be for a proper purpose if the corporation reasonably determines that the demand is in connection with:

(1)an active or pending derivative proceeding in the right of the corporation under Subchapter L that is or is expected to be instituted or maintained by the holder or the holder's affiliate; or

(2)an active or pending civil lawsuit to which the corporation, or its affiliate, and the holder, or the holder's affiliate, are or are expected to be adversarial named parties. (b-3) Subsection (b-2) does not impair any rights of:

(1)the holder or the holder's affiliate to obtain discovery of records from the corporation in:

(A)a civil lawsuit described by Subsection (b-2)(2); or

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Legislative history

Acts 2017, 85th Leg., R.S., Ch. 75 (S.B. 1518), Sec. 9, eff. September 1, 2017. Acts 2023, 88th Leg., R.S., Ch. 27 (S.B. 1514), Sec. 26, eff. September 1, 2023. Acts 2025, 89th Leg., R.S., Ch. 21 (S.B. 29), Sec. 5, eff. May 14, 2025.