Okla. Stat. tit. 18, § 18-1065

INSPECTION OF BOOKS AND RECORDS

A. As used in this section:

1. "Shareholder" means a shareholder of record in a stock

corporation, or a person who is the beneficial owner of shares of

stock held either in a voting trust or by a nominee on behalf of a

person;

2. "Under oath" includes statements the declarant affirms to be

true under penalty of perjury under the laws of the United States or

any state; and

3. "Subsidiary" means any entity directly or indirectly owned,

in whole or in part, by the corporation of which the shareholder is

a shareholder and over the affairs of which the corporation directly

or indirectly exercises control, and includes but is not limited to

corporations, partnerships, limited partnerships, limited liability

partnerships, limited liability companies, statutory trusts and

joint ventures.

B. Any shareholder, in person or by attorney or other agent,

upon written demand under oath stating the purpose thereof, shall

Oklahoma Statutes - Title 18. Corporations Page 388

have the right during the usual hours for business to inspect for

any proper purpose, and to make copies and extracts from:

1. The corporation's stock ledger, a list of shareholders, and

its other books and records; and

2. A subsidiary's books and records, to the extent that:

a. the corporation has actual possession and control of

the records of the subsidiary, or

b. the corporation could obtain the records through the

exercise of control over the subsidiary,

provided that as of the date of the making of the demand:

(1) shareholder inspection of the books and records

of the subsidiary would not constitute a breach

of an agreement between the corporation or the

subsidiary and a person or person not affiliated

with the corporation, and

(2) the subsidiary would not have the right under the

law applicable to it to deny the corporation

access to the books and records upon demand by

the corporation.

In every instance where the shareholder is other than a record

holder of stock in a stock corporation, or a member of a nonstock

corporation, the demand under oath shall state the person's status

as a shareholder or member, be accompanied by documentary evidence

of beneficial ownership of the stock or beneficial membership, and

state that the documentary evidence is a true and correct copy of

what it purports to be. A proper purpose shall mean a purpose

reasonably related to a person's interest as a shareholder or

member. In every instance where an attorney or other agent shall be

the person who seeks the right to inspection, the demand under oath

shall be accompanied by a power of attorney or other writing which

authorizes the attorney or other agent to so act on behalf of the

shareholder. The demand under oath shall be directed to the

corporation at its registered office in this state or at its

principal place of business.

C. 1. 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 the provisions

of subsection B of this section or does not reply to the demand

within five (5) business days after the demand has been made, the

shareholder may apply to the district court for an order to compel

an inspection. The court may summarily order the corporation to

permit the shareholder to inspect the corporation's stock ledger, an

existing list of shareholders, and its other books and records, 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

Oklahoma Statutes - Title 18. Corporations Page 389

the corporation the reasonable cost of obtaining and furnishing the

list and on other conditions as the court deems appropriate.

2. Where the shareholder seeks to inspect the corporation's
t 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

Oklahoma Statutes - Title 18. Corporations Page 389

the corporation the reasonable cost of obtaining and furnishing the

list and on other conditions as the court deems appropriate.

2. Where the shareholder seeks to inspect the corporation's

books and records, other than its stock ledger or list of

shareholders, the shareholder shall first establish that:

a. the shareholder is a shareholder,

b. the shareholder has complied with the provisions of

this section respecting the form and manner of making

demand for inspection of the documents, and

c. the inspection the shareholder seeks is for a proper

purpose.

3. Where the shareholder seeks to inspect the corporation's

stock ledger or list of shareholders and has complied with the

provisions of this section respecting the form and manner of making

demand for inspection of the documents, the burden of proof shall be

upon the corporation to establish that the inspection the

shareholder seeks is for an improper purpose. The court may, in its

discretion, prescribe any limitations or conditions upon the

inspection, or award other or further relief as the court may deem

just and proper. The court may order books, documents, and records,

pertinent extracts therefrom, or duly authenticated copies thereof,

to be brought within this state and kept in this state upon such

terms and conditions as the order may prescribe.

D. Any director shall have the right to examine the

corporation's stock ledger, a list of its shareholders, and its

other books and records for a purpose reasonably related to his or

her position as a director. The district court may summarily order

the corporation to permit the director to inspect any and all books

and records, the stock ledger, and the list of shareholders and to

make copies or extracts therefrom. The court, in its discretion,

may prescribe any limitations or conditions with reference to the

inspection, or award other or further relief as the court may deem

just and proper. The burden of proof shall be upon the corporation

to establish that the inspection the director seeks is for an

improper purpose.