§ 1508. Corporate records; inspection by shareholders.
(a) Required records.--Every business corporation shall keep complete and accurate books and records of account,
minutes of the proceedings of the incorporators, shareholders and directors and a
share register.
(1) (Deleted by amendment).
(2) (Deleted by amendment).
(3) (Deleted by amendment).
(4) (Deleted by amendment).
(b) Right of inspection by a shareholder.--On demand, in compliance with the requirements in subsection (b.1), a shareholder
has the right to examine, in person or by agent or attorney, during the usual hours
for business for any proper purpose, the share register, books and records of account,
and minutes of, and consents in lieu of meetings by, the incorporators, shareholders
and directors and to make copies or extracts therefrom.
(b.1) Contents and delivery of demand.--All of the following apply to a demand under subsection (b):
(1) A proper purpose shall mean a purpose reasonably related to the interest of the person
as a shareholder.
(2) In every instance where an attorney or other agent is the person who seeks the right
of inspection, the demand shall be accompanied by a verified power of attorney or
other document in record form that authorizes the attorney or other agent to so act
on behalf of the shareholder.
(3) The demand must be:
(i) made in good faith;
(ii) in record form; and
(iii) verified.
(4) The demand must describe with reasonable particularity:
(i) the purpose of the shareholder; and
(ii) the records the shareholder desires to inspect and how the records relate to the purpose
of the shareholder.
(5) The demand must be delivered to the corporation:
(i) at its registered office in this Commonwealth;
(ii) at its principal place of business wherever situated;
(iii) in care of the person in charge of an actual business office of the corporation; or
(iv) in care of the secretary of the corporation at the most recent address of the secretary
shown in the records of the department.
(c) Proceedings for the enforcement of inspection by a shareholder.--If the corporation, or an officer or agent thereof, refuses to permit an inspection
sought by a shareholder or attorney or other agent acting for the shareholder pursuant
to subsection (b) or does not reply to the demand within five business days after
the demand has been received, the shareholder may file an action in the court for
an order to compel the inspection. The court is hereby vested with exclusive jurisdiction
to determine whether or not the person seeking inspection is entitled to the inspection
sought. The court may summarily order the corporation to permit the shareholder to
inspect the share register and the other books and records of the corporation and
to make copies or extracts therefrom, or the court may order the corporation to furnish
to the shareholder a list of its shareholders as of a specific date on condition that
the shareholder first pay to the corporation the reasonable cost of obtaining and
furnishing the list and on such other conditions as the court deems appropriate.
(c.1) Burden of proof.--Where a shareholder has complied with the provisions of this section respecting the
form and manner of making demand for inspection and the shareholder seeks to inspect:
(1) the share register or list of shareholders of the corporation, the burden of proof
shall be upon the corporation to establish that the inspection he seeks is for an
improper purpose; or
(2) the books and records of the corporation, other than the share register or list of
shareholders, the burden of proof shall be upon the shareholder to establish that
the inspection the shareholder seeks is for a proper purpose.
(c.2) Available relief.--The court may, in its discretion, prescribe any limitations or conditions with reference
to the inspection or award such other or further relief as the court deems just and
proper. The court may order books, documents and records, pertinent extracts therefrom,
or duly authenticated copies thereof, to be brought into this Commonwealth and kept
in this Commonwealth upon such terms and conditions as the order may prescribe.
(c.3) Right to bylaws.--Every shareholder shall have the right to receive, promptly after demand and without
charge, a copy in record form of the currently effective text of the bylaws. If the
corporation does not provide a shareholder with a copy of the bylaws as required by
this subsection, the shareholder may file an action in the court for an order to compel
the production. The court shall summarily order the corporation to provide a copy
of the bylaws unless the corporation establishes that the person seeking the bylaws
is not a shareholder.
(d) Certain provisions of articles ineffective.--This section may not be relaxed by any provision of the articles.
(e) Reasonable restrictions permitted.--The corporation may impose reasonable restrictions and conditions on access to and
use of information to be furnished under this section, including designating information
confidential and imposing nondisclosure and safeguarding obligations on the recipient.
In a dispute concerning the reasonableness of a restriction, condition or obligation
under this subsection, the corporation has the burden of proving reasonableness.
(f) Cross references.--See sections 107 (relating to form of records), 1512 (relating to informational rights
of a director), 1763(c) (relating to certification by nominee) and 2511 (relating
to financial reports to shareholders) and 42 Pa.C.S. § 2503(7) and (9) (relating to
right of participants to receive counsel fees).
(Dec. 19, 1990, P.L.834, No.198, eff. imd.; June 22, 2001, P.L.418, No.34, eff. 60
days; Nov. 3, 2022, P.L.1791, No.122, eff. 60 days)
Cross References. Section 1508 is referred to in section 1512 of this title.
Notes of Decisions
Cited in
13
cases (
7 in the last 5 years), 1998–2026 · leading case:
Tyler v. O'NEILL, 994 F. Supp. 603 (E.D. Pa. 1998).
Tyler v. O'NEILL, 994 F. Supp. 603 (E.D. Pa. 1998).
· cites it 5× “, the Pennsylvania Business Corporation Law, 15 Pa.C.S. § 1508, the Pennsylvania Unfair Trade Practices and Consumer Protection Statute and the Pennsylvania Wage Payment and Collection Law, breach of fiduciary duty, fraud and civil conspiracy.”
Edenfield, B. v. ECM Energy, 300 A.3d 506 (Pa. Super. Ct. 2023).
· cites it 8× “15 Pa.C.S. § 1508. -7- J-A13006-23 “Shareholder” is not defined within § 1508.”
Santoro v. Morse, 781 A.2d 1220 (Pa. Super. Ct. 2001).
“¶26 Additionally, Section 1508 of the Business Corporation Law provides for the right of a shareholder to examine the corporate books for any proper purpose, 15 Pa.C.S. § 1508; See: Zerbey v. J.H. Zerbey Newspapers, Inc.”
Lemenestrel v. Warden, 964 A.2d 902 (Pa. Super. Ct. 2008).
“¶ 10 Thereafter, on May 17, 2004, Charles LeMenestrel requested examination of Company documents pursuant to 15 Pa.C.S. § 1508(b). The Company’s outside counsel met with Attorney Sinatra to discuss and tailor the list of documents requested and the parties exchanged information…”
Wolfington v. Wolfington Body Co., 47 Pa. D. & C.4th 225 (2000).
· cites it 2× “Then, on February 29, 2000, plaintiff filed an action in mandamus to compel defendants to permit her to inspect certain documents 1 of the defendant companies pursuant to 15 Pa.C.S. § 1508. 2 On March 24,2000, plaintiff filed her original motion for peremptory judgment of…”
Ringenbach, J. v. H5 Prop. (Pa. Super. Ct. 2026).
· cites it 5× “(“H5”) and Lars Bye (“Bye”) (together, “Appellants”) appeal from the order granting the motion to compel filed by Johan Ringenbach (“Ringenbach”), which required Appellants to produce books and records of H5, H5 Norge AS (“H5 Norway”), HIFIVE EINDOMPARTNER SL (“H5 Spain”)…”
McGuire v. Lord Corp., 2021 NCBC 3 (N.C. Bus. Ct. 2021).
· cites it 7× “2), McGuire sent LORD a second demand letter on January 2, 2019, this time pursuant to the Pennsylvania inspection statute, 15 Pa.C.S. § 1508, (ECF No. 3.3). financial statements, and other documentation reviewed and considered by the Board of Directors prior to, during, and in…”
Ackerman, E. v. Kasual Computing, Inc. (Pa. Super. Ct. 2016).
· cites it 4× “J-S43033-16 Ackerman wrote to Kasual demanding to examine and inspect Kasual’s books and records pursuant to section 1508 of Pennsylvania’s Business Corporation Law, 15 Pa.C.S. § 1508. Ackerman enclosed an itemized list requesting 33 categories of documents.”
Chappel v. Applied Control Sys. Inc., 39 Pa. D. & C.4th 168 (1998).
“A shareholder’s right of inspection is governed by 15 Pa.C.S. §1508 which (1) permits a shareholder to inspect the share register or list of shareholders unless the corporation can establish that the inspection which the shareholder seeks is for an improper purpose and (2) which…”
Philip Siegel v. Mark Goldstein (3rd Cir. 2022).
“But here, Siegel does not have an adequate remedy at law because the buyout formula contained in the Shareholders’ Agreement only contemplates a method to value shares if a shareholder is required to sell.”
Ameriserv Fin., Inc. v. Babich (W.D. Pa. 2024).
“More specifically, Driver used confidential personnel information obtained from Babich to make a shareholder demand for the inspection of books and records pursuant to 15 Pa. C.S. § 1508 (ECF No. 1, 99 15, 16, 24, 26-31).”
— 15 Pa. Cons. Stat. § 1508(b) — 5 cases
Lemenestrel v. Warden, 964 A.2d 902 (Pa. Super. Ct. 2008).
“¶ 10 Thereafter, on May 17, 2004, Charles LeMenestrel requested examination of Company documents pursuant to 15 Pa.C.S. § 1508(b). The Company’s outside counsel met with Attorney Sinatra to discuss and tailor the list of documents requested and the parties exchanged information…”
Tyler v. O'NEILL, 994 F. Supp. 603 (E.D. Pa. 1998).
“, the Pennsylvania Business Corporation Law, 15 Pa.C.S. § 1508, the Pennsylvania Unfair Trade Practices and Consumer Protection Statute and the Pennsylvania Wage Payment and Collection Law, breach of fiduciary duty, fraud and civil conspiracy.”
McGuire v. Lord Corp., 2021 NCBC 3 (N.C. Bus. Ct. 2021).
“2), McGuire sent LORD a second demand letter on January 2, 2019, this time pursuant to the Pennsylvania inspection statute, 15 Pa.C.S. § 1508, (ECF No. 3.3). financial statements, and other documentation reviewed and considered by the Board of Directors prior to, during, and in…”
Ackerman, E. v. Kasual Computing, Inc. (Pa. Super. Ct. 2016).
“J-S43033-16 Ackerman wrote to Kasual demanding to examine and inspect Kasual’s books and records pursuant to section 1508 of Pennsylvania’s Business Corporation Law, 15 Pa.C.S. § 1508. Ackerman enclosed an itemized list requesting 33 categories of documents.”
— 15 Pa. Cons. Stat. § 1508(c) — 3 cases
Tyler v. O'NEILL, 994 F. Supp. 603 (E.D. Pa. 1998).
“, the Pennsylvania Business Corporation Law, 15 Pa.C.S. § 1508, the Pennsylvania Unfair Trade Practices and Consumer Protection Statute and the Pennsylvania Wage Payment and Collection Law, breach of fiduciary duty, fraud and civil conspiracy.”
McGuire v. Lord Corp., 2021 NCBC 3 (N.C. Bus. Ct. 2021).
“2), McGuire sent LORD a second demand letter on January 2, 2019, this time pursuant to the Pennsylvania inspection statute, 15 Pa.C.S. § 1508, (ECF No. 3.3). financial statements, and other documentation reviewed and considered by the Board of Directors prior to, during, and in…”
Ackerman, E. v. Kasual Computing, Inc. (Pa. Super. Ct. 2016).
“J-S43033-16 Ackerman wrote to Kasual demanding to examine and inspect Kasual’s books and records pursuant to section 1508 of Pennsylvania’s Business Corporation Law, 15 Pa.C.S. § 1508. Ackerman enclosed an itemized list requesting 33 categories of documents.”
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