Quick Answer
The Michigan Nonprofit Corporation Act (1982 PA 162) has two sections that matter for owners who want to see an association's records: MCL 450.2485, which tells a corporation what books, records and minutes it must keep, and MCL 450.2487, which lets a member inspect them for a "proper purpose" on written demand. If the corporation does not permit inspection within 5 business days, the member can ask the circuit court to compel it, and the court "shall" award costs and attorney fees unless the corporation proves a good-faith reasonable basis for refusing.
These sections apply to associations organized as nonprofit corporations under that Act. Whether yours is one depends on your documents, so confirm with counsel.
At a Glance
| Item | Detail |
|---|---|
| Law/citation | MCL 450.2485 and 450.2487, Nonprofit Corporation Act (1982 PA 162), Secs. 485 and 487 |
| Effective date | Act effective Jan. 1, 1983; both sections amended by 2014 PA 557 (immediate effect Jan. 15, 2015) |
| Applies to | Corporations (including shareholders or members) organized under the Act; for HOAs and condo associations, those formed as Michigan nonprofit corporations |
| Key sections | 450.2485 records to keep; 450.2487(2) inspection and written demand; (3) court order; (5) costs; (7) limits |
| Remedy or penalty | Circuit court order compelling inspection, plus costs and reasonable attorney fees unless the corporation proves a good-faith, reasonable basis for refusal |
What the Law Says
MCL 450.2485: what must be kept
"A corporation shall keep books and records of account and minutes of the proceedings of its shareholders or members, board, and executive committee, if any." It must keep, at its registered office or its transfer agent's office, records with "the names and addresses of all shareholders or members" and the class of membership each holds and the dates they became members.
Records may be "in written form or in any other form that is convertible into written form within a reasonable time." The corporation "shall convert into written form without charge any record that is not in written form, if requested by a person that is entitled to inspect the record."
MCL 450.2487(2): the inspection right
A member of record "in person or by attorney or other agent, may during regular business hours inspect for any proper purpose" the corporation's list of members and "its other books and records," if the member gives the corporation a written demand "describing with reasonable particularity the purpose of the inspection and the records the shareholder or member desires to inspect," and the records are "directly connected with the purpose."
- "Proper purpose" means "a purpose that is reasonably related to a person's interest as a shareholder or member."
- The demand goes to the corporation's registered office in Michigan or its principal place of business.
- If an attorney or agent makes the request, the demand must include a power of attorney or other writing authorizing it.
MCL 450.2487(3): the 5 business days and the court
If the corporation does not permit inspection "within 5 business days after a demand is received," or imposes unreasonable conditions, the member may apply to the circuit court in the county of the corporation's principal place of business or registered office for an order compelling it.
- For books and records other than the member list, the member must show the demand was properly made, the purpose is proper, and the documents are directly connected with it.
- For the member list, once the member shows proper form and manner of demand, "the corporation has the burden of proof to establish that the inspection that is sought is for an improper purpose" or that the records are not directly connected.
- The court has discretion to order inspection, set conditions, and award other relief.
MCL 450.2487(5): costs and fees
If the court orders inspection, "it shall also order the corporation to pay the shareholder's, member's, or director's costs, including reasonable attorney fees, incurred to obtain the order unless the corporation proves that it failed to permit the inspection in good faith because it had a reasonable basis to doubt the right of the shareholder, member, or director to inspect the records demanded."
Other provisions in section 487
- (1) On written request, the corporation must mail its balance sheet for the preceding fiscal year, its statement of income, and, if prepared, its statement of source and application of funds.
- (4) A director may examine books and records for a purpose reasonably related to the director's position, and may seek a court order.
- (7) The articles, bylaws or a board resolution may provide that members do not have the right to inspect the member list, donor lists or other books and records if those approving make a good-faith determination that inspection would impair privacy or free association rights, impair the corporation's lawful purposes, or (for donor lists) not be in the best interests of the corporation or donors.
- (8) A corporation limiting list inspection must provide a reasonable way for members to communicate with other members, and may charge reasonable costs.
- (9)(b) The right includes the right to copy and make extracts, and the corporation may charge "a reasonable charge for copies" to cover labor and material.
What This Means in Practice
For boards
The most useful practical point is the 5 business days. Section 487 does not say the corporation must respond to every informal request in that window; the clock is tied to "a written demand" that meets subsection (2). Our reading is that a vague request may not trigger the clock, but an association that denies a proper written demand risks a fee award, because the court "shall" award fees unless the association proves good-faith, reasonable doubt about the member's right.
Check whether your articles, bylaws or a board resolution contain a subsection (7) limitation. Section 487(7) allows limits only where those approving make the stated good-faith determinations, and a limitation on list access triggers the member-communication duty in subsection (8).
For owners
Put the demand in writing, state the purpose and list the records with "reasonable particularity," deliver it to the registered office or principal place of business, and keep proof of delivery. Tie the purpose to your interest as a member. Section 487 does not say which records an owner is entitled to beyond "books and records," and it applies "during regular business hours."
Relationship to the Condominium Act
For condominium associations, MCL 559.157 separately gives co-owners and mortgagees a right to examine books, records, contracts and financial statements at convenient times. See our page on MCL 559.157. Our reading is that the two statutes can operate side by side, but how they interact in a dispute is a question for counsel.
What the statute does not say
- It does not specifically mention condominium or homeowners associations.
- It does not say whether business days are counted from the date of mailing or receipt; the text says "after a demand is received."
- It does not set a specific copy fee, only "a reasonable charge."
Timeline
| Date | Event |
|---|---|
| Jan. 1, 1983 | Nonprofit Corporation Act sections effective |
| Jan. 15, 2015 | 2014 PA 557 amends 450.2485 and 450.2487 (immediate effect) |
| Day 0 | Written demand received |
| Within 5 business days | Inspection must be permitted, or the member may apply to circuit court |
Related Michigan Law
- MCL 559.157: condo books, records and audit. See books, records and annual audit.
- HOA Board Elections in Michigan: A Board's Guide
- Michigan Condominium Act 2026: A Guide for Boards
- Michigan HOA Laws and Regulations: Guide (2026)
Board Checklist
- Confirm whether the association is organized as a nonprofit corporation under Act 162.
- Designate who receives written demands at the registered office and principal place of business.
- Log the date every written demand is received and calendar 5 business days.
- Review the demand for purpose, particularity and any agent authorization.
- Check the articles and bylaws for any subsection (7) limitation and the required good-faith determination.
- Set a copy-charge schedule based on labor and material cost.
- Consult counsel before refusing any demand, given the fee-shifting rule.
- Keep minutes of members, board and committees as section 485 requires.
Frequently Asked Questions
How long does a Michigan nonprofit have to respond to a records demand?
If it does not permit inspection "within 5 business days after a demand is received," or imposes unreasonable conditions, the member may apply to circuit court (MCL 450.2487(3)).
Does the demand have to be in writing?
Yes. Subsection (2) requires written demand describing the purpose and the records "with reasonable particularity."
What counts as a proper purpose?
"A purpose that is reasonably related to a person's interest as a shareholder or member."
Who pays legal fees if the court orders inspection?
The court "shall" order the corporation to pay the member's costs and reasonable attorney fees unless the corporation proves it acted in good faith with a reasonable basis to doubt the right to inspect.
Can the corporation charge for copies?
Yes, a "reasonable charge for copies" to cover labor and material (subsection (9)(b)). Converting records not in written form to written form must be done without charge (MCL 450.2485).
Can a board limit member access to records?
Subsection (7) allows limits through the articles, bylaws or a board resolution, but only on specified good-faith determinations, and a limit on list access requires a reasonable alternative for member communication.
Can a director inspect records?
Yes. A director may examine books and records for a purpose reasonably related to the director's position and may seek a court order (subsection (4)).
Where This Comes From
This page is based on the text of MCL 450.2485 and 450.2487 as published by the Michigan Legislature (compiled laws complete through PA 114 of 2026), including their history notes: MCL 450.2487. We did not review court decisions applying these sections or the text of 2014 PA 557.
How APM Helps
Association Property Managers manages condominium and HOA communities across Michigan from our East Lansing office, with flat, published pricing. See our Michigan service area, browse every Michigan state-law guide, or request a free proposal. Laws and documents differ by community, and we review your master deed and bylaws when we build your proposal.
Legal disclaimer: This article is general information, not legal advice. Laws change and associations differ. Confirm the current statute text and how it applies to your governing documents with a licensed Michigan attorney before acting.
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