Section 78.257 - Right of stockholders to inspect, copy and audit financial statements; conditions; exceptions; penalties; applicability1. Any person who has been a stockholder of record of any corporation and owns not less than 15 percent of all of the issued and outstanding shares of the stock of such corporation or has been authorized in writing by the holders of at least 15 percent of all its issued and outstanding shares, upon at least 5 days' written demand, including the affidavit and confidentiality agreement, if applicable, required pursuant to subsection 2, is entitled to inspect in person or by agent or attorney, during normal business hours, the books of account and financial statements of the corporation, to make copies thereof, and to conduct an audit thereof. Holders of voting trust certificates representing 15 percent of the issued and outstanding shares of the corporation are regarded as stockholders for the purpose of this subsection. The right of stockholders to inspect the books of account and financial statements of the corporation in accordance with this section may not be limited in the articles or bylaws of any corporation.2. Together with the written demand required pursuant to subsection 1, a person who wishes to exercise the rights set forth in subsection 1 shall furnish an affidavit to the corporation stating that the inspection, copies or audit is not desired for any purpose not related to his or her interest as a stockholder. As a condition to the rights authorized by subsection 1, the board of directors may require the stockholder and each other person exercising rights set forth in subsection 1 to enter into and comply with a confidentiality agreement having such terms and scope as are reasonably related to protecting the legitimate interests of the corporation.3. All costs for making copies or conducting an audit pursuant to this section must be borne by the person exercising the rights set forth in subsection 1.4. The rights authorized by subsection 1 may be denied if the affidavit or confidentiality agreement required pursuant to subsection 2 is not furnished to the corporation, or if the stockholder or other person exercising rights set forth in subsection 1 at any time has used or attempted to use, or uses, attempts or threatens to use, any information obtained from the corporation pursuant to this section for any purpose not related to the stockholder's interest in the corporation as a stockholder, or if the stockholder or other person exercising rights set forth in subsection 1 at any time, and in any capacity, has used or attempted to use, or uses, attempts or threatens to use, any information obtained from the corporation pursuant to this section or otherwise for any improper purpose. Any stockholder or other person exercising rights set forth in subsection 1 who uses or attempts to use information obtained from the corporation pursuant to this section for any purpose not related to the stockholder's interest in the corporation as a stockholder is guilty of a gross misdemeanor.5. If any officer or agent of any corporation keeping books of account and financial statements in this State knowingly and willfully refuses to permit an inspection of such books of account and financial statements upon demand by a person entitled to inspect them, or knowingly and willfully refuses to permit an audit of such books of account and financial statements to be conducted by such a person, as provided in subsection 1, the corporation shall forfeit to the State the sum of $100 for every day of such refusal, and the corporation is liable to the person injured for all damages directly resulting to the person from such refusal.6. A stockholder who brings an action or proceeding to enforce any right set forth in this section or to recover damages resulting from its denial:(a) Is entitled to costs and reasonable attorney's fees, if the stockholder prevails; or(b) Is liable for such costs and fees, if the stockholder does not prevail, in the action or proceeding.
7. Except as otherwise provided in this subsection, the provisions of this section do not apply to any corporation that furnishes to its stockholders a detailed, annual financial statement or any corporation that has filed during the preceding 12 months all reports required to be filed pursuant to section 13 or section 15(d) of the Securities Exchange Act, 15 U.S.C. §§ 78m or 78o(d). A person who owns, or is authorized in writing by the owners of, at least 15 percent of the issued and outstanding shares of the stock of a corporation that has elected to be governed by subchapter S of the Internal Revenue Code and whose shares are not listed or traded on any recognized stock exchange is entitled to inspect the books of the corporation pursuant to subsection 1 and has the rights, duties and liabilities provided in subsections 2 to 6, inclusive.Added to NRS by 1971, 863; A 1977, 659; 1997, 3092; 2001, 1368, 3199; 2003, 3092; 2019, 2486; 2021, 1503; 2023, 368Amended by 2023, Ch. 73,§8, eff. 5/30/2023.Amended by 2021, Ch. 281,§7, eff. 10/1/2021.Amended by 2019, Ch. 396,§5, eff. 10/1/2019.Added to NRS by 1971, 863; A 1977, 659; 1997, 3092; 2001, 1368, 3199; 2003, 3092