The owners of a partnership, limited liability company or corporation are entitled to inspect the books and records of the company as long as they are not doing so for an improper purpose. Restrictions on inspection will and should arise where for example confidential and proprietary information is being publicly disclosed or the information disclosed is being used to damage the company. But what do you do when as an owner you are having a difficult time requiring management produce such records?

If there are persistent problems with the production of company records to its owners I suggest the company appoint a person independent of management to handle corporate records production. While this person must be independent of the management who is reluctant to produce records, the person should have full access to company electronic and hard copy financial information. If litigation has commenced, apply to the Court under Rule 53 and have a Corporate Records Master appointed.

The Court has a broad range of powers to appoint a Master to aid the Court or the parties in litigation. Not only should such a Corporate Records Master have full access to records, but also to management to insure proper records are being produced. The Manager should have the ability to recommend to the Court sanctions for failure to produce records and on the other hand, control owners who are abusing their inspection rights. The Corporate Records Master may be a buffer and liaison to insure reasonableness yet protection in the production.