What are a corporations obligation with regard to shareholder disclosure?

Question

It would be good to know who owns what, does a corporation have to reply to a request for a list of it's shareholders? I'm guessing not, if so, what is the rational for protecting shareholder identity?

Answer 1

That question is not possible to answer unless you provide information on the corporation's governing statute. That in turn depends on what state or province the company's head office is in and where it has actually incorporated itself.

The incorporating statute and the jurisprudence that accompanies it (in terms of interpreting ambiguities in the incorporating statute, that is), will be the key to answering the question.

A corporation can even set up in certain jurisdictions with nothing but so-called "nominee" directors. I know of 'nominee' directors, who for instance were basically bums off the street who received a $100.00 cheque in return for their "service" to the corporation. These guys knew nothing whatsoever about the corporation, where its offices were or are, what the corporation did, or what their responsibilities were. They went off to a cheque-cashing joint, cashed their $100.00 cheque for their "service", and turned around to get their bottle of brandy for the afternoon.

That's why there are some laws now (and some jurisprudence) which allows for creditors /IRS/ whoever, to hold the "de facto" directors or the "directing minds" accountable. But in general, nominee directorship is still widely used in corporate America.

Getting back to your question about shareholder lists, well, let's just put it this way... If you happen to be dealing with a corporation in a jurisdiction where you are permitted to require production of a shareholder's list AND you have accountable people at the company (vis-a-vis not "nominee" directors), you might just get the list. Or at least some older version or subset of the list.

Now if the company is actively publicly traded, then you have a couple of more laws to compel production. However, trickery is rife here as well, and THAT story is best saved for another day.