Texas Codes

Tex. Bus. Orgs. Code § 21.218 (2026)

Examination Of Records

✓ current as of May 2026

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Sec. 21.218. EXAMINATION OF RECORDS. (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

(B) the derivative proceeding subject to Section 21.556; or

(2) the holder to obtain a court order to compel production of records of the corporation for examination by the holder as provided by Subsection (c).

(c) This section does not impair the power of a court, on the presentation of proof of proper purpose by a beneficial or record holder of shares, to compel the production for examination by the holder, at the holder's cost, of the books and records of account, minutes, share transfer records, and other records, whether in written or other tangible form, of a corporation, regardless of the period during which the holder was a beneficial holder or record holder and regardless of the number of shares held by the person.

Acts 2003, 78th Leg., ch. 182, Sec. 1, eff. Jan. 1, 2006.

Amended by:

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.

Notes of Decisions

Cited in 23 cases (11 in the last 5 years), 2011–2026 · leading case: Lee C. Ritchie v. Ann Caldwell Rupe, as Tr. for the Dallas Gordon Rupe, III 1995 Fam. Trust, 443 S.W.3d 856 (Tex. 2014).

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Lee C. Ritchie v. Ann Caldwell Rupe, as Tr. for the Dallas Gordon Rupe, III 1995 Fam. Trust, 443 S.W.3d 856 (Tex. 2014). “See Tex. Bus. Orgs.Code §§ 21.218 (examination of records), 21.”

Ritchie v. Rupe, 339 S.W.3d 275 (Tex. App. 2011). · cites it 2× “denied); see also Tex. Bus. ORGS. Code Ann. § 21.218 (b) (West 2010) (shareholder “is entitled to examine and copy .”

Gaughan v. Nat'l Cutting Horse Ass'n, 351 S.W.3d 408 (Tex. App. 2011). “2010); see also Tex. Bus. Org.Code Ann. § 21.218 (West 2009) (current version of expired article 2.”

White Point Minerals, Inc. v. Dick Swantner, 464 S.W.3d 884 (Tex. App. 2015). “See Tex. Bus. ORGS. Code Ann. §§ 21.218 , 21.”

David A. Skeels v. Friedman, Suder & Cooke, P.C. (Tex. App. 2025). · cites it 5× “4 that the 2014 resolution had not authorized the Firm to unilaterally redeem his shares (as the Texas Supreme Court had held);3 (2) conversion “to the extent [the Firm] claimed to own or claimed to have redeemed or extinguished [his] shares”; and (3) an application for writ of…”

Robert Westerburg, Adm'r of the Est. of R.D. West A/K/A Randy Dixon Westerburg v. W. Royalty Corp. (Tex. 2015). · cites it 6× “7, 9, 12, 13, 14, 16, 17, 18, 19, 23 Tex. Bus. Orgs. Code § 21.222 ……………..……..”

Robert Westerburg, Adm'r of the Est. of R.D. West A/K/A Randy Dixon Westerburg v. W. Royalty Corp. (Tex. 2015). · cites it 6× “4, 6, 7, 10, 11, 12, 13, 14, 19, 20, 23 Tex. Bus. Orgs. Code § 21.222 …………………………………………….”

in Re Elusive Holdings, Inc. (Tex. App. 2021). · cites it 2× “With Elusive’s suit pending, White “requested the ‘books and records’ of Elusive for” what he alleges is “a proper purpose, pursuant to Tex. Bus. Orgs. Code § 21.218.” Elusive resisted his request, so he filed within Elusive’s suit a petition for writ of mandamus, seeking to…”

William H. Scurlock v. John M. Hubbard (Tex. App. 2015). · cites it 3× “7, 13 Tex. Bus. Orgs. Code Ann. §11.404 (a)(1)(B) (Vernon 2011) .”

Biolustre' Inc. v. Hair Ventures LLC (Tex. App. 2011). · cites it 2× “proceeding); see also TEX. BUS. ORGS. CODE ANN. § 21.218 (West 2010) (giving shareholder right to examine books and records).”

Robert Westerburg, Adm'r of the Est. of R.D. West A/K/A Randy Dixon Westerburg v. W. Royalty Corp. (Tex. App. 2015). · cites it 2× “1 The order required Western to produce records 1 TEX. BUS. ORGS. CODE Ann. §§ 21.218, 21.222 (West 2012).”

David A. Skeels v. Jonathan T. Suder, Michael T. Cooke, & Friedman, Suder & Cooke, P.C. (Tex. App. 2020). “Tex. Bus. Orgs. Code Ann. § 21.218 ; see also Uvalde Rock Asphalt Co.”

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— Tex. Bus. Orgs. Code § 21.218(b) — 4 cases

in Re Elusive Holdings, Inc. (Tex. App. 2021). “With Elusive’s suit pending, White “requested the ‘books and records’ of Elusive for” what he alleges is “a proper purpose, pursuant to Tex. Bus. Orgs. Code § 21.218.” Elusive resisted his request, so he filed within Elusive’s suit a petition for writ of mandamus, seeking to…”

Robert Westerburg, Adm'r of the Est. of R.D. West A/K/A Randy Dixon Westerburg v. W. Royalty Corp. (Tex. 2015). “7, 9, 12, 13, 14, 16, 17, 18, 19, 23 Tex. Bus. Orgs. Code § 21.222 ……………..……..”

Robert Westerburg, Adm'r of the Est. of R.D. West A/K/A Randy Dixon Westerburg v. W. Royalty Corp. (Tex. 2015). “4, 6, 7, 10, 11, 12, 13, 14, 19, 20, 23 Tex. Bus. Orgs. Code § 21.222 …………………………………………….”

Robert Westerburg, Adm'r of the Est. of R.D. West A/K/A Randy Dixon Westerburg v. W. Royalty Corp. (Tex. App. 2015). “1 The order required Western to produce records 1 TEX. BUS. ORGS. CODE Ann. §§ 21.218, 21.222 (West 2012).”

— Tex. Bus. Orgs. Code § 21.218(c) — 2 cases

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