What is the notice period for shareholder minutes and lists under NY law?

• A. Five days with no further conditions
• B. Two days
• C. Five days; may require affidavit; if affidavit not provided, inspection may be refused
• D. Ten days

Answer: (C)

Under NY law, shareholders have a right to inspect corporate records, including the minutes of shareholder meetings and the list of shareholders, by making a written demand and providing reasonable notice. The standard notice period is five days. A key nuance is that for inspecting the list of shareholders, the requester generally must also provide an affidavit of proper purpose. If that affidavit isn’t supplied, the corporation may lawfully refuse the inspection until a proper-purpose affidavit is provided. This protects the company from improper or abusive uses of the shareholder list, while still allowing legitimate inquiries such as communicating with other shareholders or investigating corporate mismanagement. The combination of a five‑day notice and the potential need for an affidavit explains why the correct choice includes both elements.