{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-661.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-661.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-661.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-661.html"}],"law_id":68550,"edition_id":1,"section_id":68550,"structure_id":12984,"section_number":"13.1-661","catch_line":"Shareholders’ list for meeting","history":"Code 1950, \u00a7 13.1-30; 1956, c. 428; 1964, c. 418; 1975, c. 500; 1985, c. 522; 2010, c. 782; 2012, c. 706; 2017, c. 646; 2019, c. 734; 2021, Sp. Sess. I, c. 487; 2023, cc. 529, 530.","full_text":"A\n\nAfter fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. If the board of directors fixes a different record date under subsection E of § 13.1-660 to determine the shareholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its shareholders who are entitled to vote at the meeting. A list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. Nothing contained in this subsection shall require the corporation to include on such list the electronic mail address or other electronic contact information of a shareholder.B\n\nThe shareholders’ list for notice shall be available for inspection by any shareholder, beginning five business days after notice of the meeting is given for which the list was prepared and continuing through the close of business on the last business day before the meeting, (i) at the corporation’s principal office or at a place identified in the meeting notice in the county or city where the meeting will be held or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation. A shareholders’ list for voting shall be similarly available for inspection promptly after the record date for voting. The original share transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at any meeting of shareholders. A shareholder, or the shareholder’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements of subsection D of § 13.1-771, to copy a list, during regular business hours and at the shareholder’s expense, during the period it is available for inspection.C\n\nIf the corporation refuses to allow a shareholder or the shareholder’s agent or attorney to inspect a shareholders’ list before the meeting, or to copy a list as permitted by subsection B, the circuit court of the county or city where the corporation’s principal office, or if none in the Commonwealth its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.D\n\nRefusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.","order_by":null,"text":{"0":{"id":248145,"text":"After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its shareholders who are entitled to notice of a shareholders’ meeting. If the board of directors fixes a different record date under subsection E of § 13.1-660 to determine the shareholders entitled to vote at the meeting, a corporation also shall prepare an alphabetical list of the names of all its shareholders who are entitled to vote at the meeting. A list shall be arranged by voting group, and within each voting group by class or series of shares, and show the address of and number of shares held by each shareholder. Nothing contained in this subsection shall require the corporation to include on such list the electronic mail address or other electronic contact information of a shareholder.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":248146,"text":"The shareholders’ list for notice shall be available for inspection by any shareholder, beginning five business days after notice of the meeting is given for which the list was prepared and continuing through the close of business on the last business day before the meeting, (i) at the corporation’s principal office or at a place identified in the meeting notice in the county or city where the meeting will be held or (ii) on a reasonably accessible electronic network, provided that the information required to gain access to such list is provided with the notice of the meeting. In the event that the corporation determines to make the list available on an electronic network, the corporation may take reasonable steps to ensure that such information is available only to shareholders of the corporation. A shareholders’ list for voting shall be similarly available for inspection promptly after the record date for voting. The original share transfer books shall be prima facie evidence as to who are the shareholders entitled to examine such list or to vote at any meeting of shareholders. A shareholder, or the shareholder’s agent or attorney, is entitled on written demand to inspect and, subject to the requirements of subsection D of § 13.1-771, to copy a list, during regular business hours and at the shareholder’s expense, during the period it is available for inspection.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":248147,"text":"If the corporation refuses to allow a shareholder or the shareholder’s agent or attorney to inspect a shareholders’ list before the meeting, or to copy a list as permitted by subsection B, the circuit court of the county or city where the corporation’s principal office, or if none in the Commonwealth its registered office, is located, on application of the shareholder, may summarily order the inspection or copying at the corporation’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":248148,"text":"Refusal or failure to prepare or make available the shareholders’ list does not affect the validity of action taken at the meeting.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":12984,"edition_id":1,"name":"Shareholders","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":151041,"object_type":"structure","relational_id":12984,"identifier":"8","token":"13.1\/9\/8","url":"\/13.1\/9\/8\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":81471,"structure_id":12984,"section_number":"13.1-654","catch_line":"Annual meeting","url":"\/13.1-654\/","token":"13.1\/9\/8\/13.1-654","metadata":false},{"id":73174,"structure_id":12984,"section_number":"13.1-655","catch_line":"Special meeting","url":"\/13.1-655\/","token":"13.1\/9\/8\/13.1-655","metadata":false},{"id":55108,"structure_id":12984,"section_number":"13.1-656","catch_line":"Court-ordered meeting","url":"\/13.1-656\/","token":"13.1\/9\/8\/13.1-656","metadata":false},{"id":83958,"structure_id":12984,"section_number":"13.1-657","catch_line":"Action without meeting","url":"\/13.1-657\/","token":"13.1\/9\/8\/13.1-657","metadata":false},{"id":70173,"structure_id":12984,"section_number":"13.1-658","catch_line":"Notice of meeting","url":"\/13.1-658\/","token":"13.1\/9\/8\/13.1-658","metadata":false},{"id":77142,"structure_id":12984,"section_number":"13.1-659","catch_line":"Waiver of notice","url":"\/13.1-659\/","token":"13.1\/9\/8\/13.1-659","metadata":false},{"id":60334,"structure_id":12984,"section_number":"13.1-660","catch_line":"Record date for meeting","url":"\/13.1-660\/","token":"13.1\/9\/8\/13.1-660","metadata":false},{"id":72850,"structure_id":12984,"section_number":"13.1-660.1","catch_line":"Conduct of the meeting","url":"\/13.1-660.1\/","token":"13.1\/9\/8\/13.1-660.1","metadata":false},{"id":66418,"structure_id":12984,"section_number":"13.1-660.2","catch_line":"Remote participation in shareholders' meetings","url":"\/13.1-660.2\/","token":"13.1\/9\/8\/13.1-660.2","metadata":false},{"id":68550,"structure_id":12984,"section_number":"13.1-661","catch_line":"Shareholders' list for meeting","url":"\/13.1-661\/","token":"13.1\/9\/8\/13.1-661","metadata":false},{"id":69361,"structure_id":12984,"section_number":"13.1-662","catch_line":"Voting entitlement of shares","url":"\/13.1-662\/","token":"13.1\/9\/8\/13.1-662","metadata":false},{"id":64506,"structure_id":12984,"section_number":"13.1-663","catch_line":"Proxies","url":"\/13.1-663\/","token":"13.1\/9\/8\/13.1-663","metadata":false},{"id":54067,"structure_id":12984,"section_number":"13.1-664","catch_line":"Shares held by intermediaries and nominees","url":"\/13.1-664\/","token":"13.1\/9\/8\/13.1-664","metadata":false},{"id":54603,"structure_id":12984,"section_number":"13.1-664.1","catch_line":"Inspectors of election","url":"\/13.1-664.1\/","token":"13.1\/9\/8\/13.1-664.1","metadata":false},{"id":83777,"structure_id":12984,"section_number":"13.1-665","catch_line":"Corporation's acceptance of votes","url":"\/13.1-665\/","token":"13.1\/9\/8\/13.1-665","metadata":false},{"id":84488,"structure_id":12984,"section_number":"13.1-666","catch_line":"Quorum and voting requirements for voting groups","url":"\/13.1-666\/","token":"13.1\/9\/8\/13.1-666","metadata":false},{"id":79680,"structure_id":12984,"section_number":"13.1-667","catch_line":"Action by single and multiple voting groups","url":"\/13.1-667\/","token":"13.1\/9\/8\/13.1-667","metadata":false},{"id":77041,"structure_id":12984,"section_number":"13.1-668","catch_line":"Modifying quorum or voting requirements","url":"\/13.1-668\/","token":"13.1\/9\/8\/13.1-668","metadata":false},{"id":78535,"structure_id":12984,"section_number":"13.1-669","catch_line":"Voting for directors; cumulative voting","url":"\/13.1-669\/","token":"13.1\/9\/8\/13.1-669","metadata":false},{"id":63708,"structure_id":12984,"section_number":"13.1-669.1","catch_line":"Judicial determination of corporate offices and review of elections and shareholder votes","url":"\/13.1-669.1\/","token":"13.1\/9\/8\/13.1-669.1","metadata":false},{"id":86769,"structure_id":12984,"section_number":"13.1-670","catch_line":"Voting trusts","url":"\/13.1-670\/","token":"13.1\/9\/8\/13.1-670","metadata":false},{"id":62883,"structure_id":12984,"section_number":"13.1-671","catch_line":"Voting agreements","url":"\/13.1-671\/","token":"13.1\/9\/8\/13.1-671","metadata":false},{"id":86810,"structure_id":12984,"section_number":"13.1-671.1","catch_line":"Shareholder agreements","url":"\/13.1-671.1\/","token":"13.1\/9\/8\/13.1-671.1","metadata":false},{"id":66593,"structure_id":12984,"section_number":"13.1-672","catch_line":"Repealed","url":"\/13.1-672\/","token":"13.1\/9\/8\/13.1-672","metadata":false}],"previous_section":{"id":66418,"structure_id":12984,"section_number":"13.1-660.2","catch_line":"Remote participation in shareholders' meetings","url":"\/13.1-660.2\/","token":"13.1\/9\/8\/13.1-660.2","metadata":false},"next_section":{"id":69361,"structure_id":12984,"section_number":"13.1-662","catch_line":"Voting entitlement of shares","url":"\/13.1-662\/","token":"13.1\/9\/8\/13.1-662","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-661\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 9 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1964, chapter 418; in 1975, chapter 500; in 1985, chapter 522; in 2010, chapter 782<\/a>; in 2012, chapter 706<\/a>; in 2017, chapter 646<\/a>; in 2019, chapter 734<\/a>; in 2023, chapters 529<\/a> and 530<\/a>.<\/p>","references":[{"id":66358,"section_number":"13.1-614","catch_line":"Hearing and finality of Commission action; injunctions","order_by":null,"url":"\/13.1-614\/"},{"id":62706,"section_number":"13.1-628","catch_line":"Emergency powers","order_by":null,"url":"\/13.1-628\/"},{"id":67712,"section_number":"13.1-771","catch_line":"Inspection of records by shareholders","order_by":null,"url":"\/13.1-771\/"}],"refers_to":[{"id":60334,"section_number":"13.1-660","catch_line":"Record date for meeting","order_by":null,"url":"\/13.1-660\/"},{"id":67712,"section_number":"13.1-771","catch_line":"Inspection of records by shareholders","order_by":null,"url":"\/13.1-771\/"}],"permalink":{"id":151079,"object_type":"law","relational_id":68550,"identifier":"13.1-661","token":"13.1\/9\/8\/13.1-661","url":"\/13.1-661\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-661\/","token":"13.1\/9\/8\/13.1-661","dublin_core":{"Title":"Shareholders’ list for meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-661","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After fixing a record date<\/span> for a meeting, a corporation<\/span> shall prepare an alphabetical list of the names of all its shareholders<\/span> who are entitled to notice of a shareholders<\/span>’ meeting. If the board of directors fixes a different record date<\/span> under subsection E of § 13.1-660<\/a> to determine the shareholders<\/span> entitled to vote at the meeting, a corporation<\/span> also shall prepare an alphabetical list of the names of all its shareholders<\/span> who are entitled to vote at the meeting. A list shall be arranged by voting group<\/span>, and within each voting group<\/span> by class or series of shares<\/span>, and show the address of and number of shares<\/span> held by each shareholder<\/span>. Nothing contained in this subsection shall require the corporation<\/span> to include on such list the electronic<\/span> mail address or other electronic<\/span> contact information of a shareholder<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The shareholders<\/span>’ list for notice shall be available for inspection by any shareholder<\/span>, beginning five business days after notice of the meeting is given for which the list was prepared and continuing through the close of business on the last business day before the meeting, (i) at the corporation<\/span>’s principal office<\/span> or at a place identified in the meeting notice in the county or city where the meeting will be held or (ii) on a reasonably accessible electronic<\/span> network, provided that the information required to gain access to such list is provided with the notice of the meeting. In the event that the corporation<\/span> determines to make the list available on an electronic<\/span> network, the corporation<\/span> may take reasonable steps to ensure that such information is available only to shareholders<\/span> of the corporation<\/span>. A shareholders<\/span>’ list for voting shall be similarly available for inspection promptly after the record date<\/span> for voting. The original share transfer books shall be prima facie evidence<\/span> as to who are the shareholders<\/span> entitled to examine such list or to vote at any meeting of shareholders<\/span>. A shareholder<\/span>, or the shareholder<\/span>’s agent or attorney, is entitled on written<\/span> demand to inspect and, subject to the requirements of subsection D of § 13.1-771<\/a>, to copy a list, during regular business hours and at the shareholder<\/span>’s expense, during the period it is available for inspection. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the corporation<\/span> refuses to allow a shareholder<\/span> or the shareholder<\/span>’s agent or attorney to inspect a shareholders<\/span>’ list before the meeting, or to copy a list as permitted by subsection B, the circuit<\/span> court<\/span> of the county or city where the corporation<\/span>’s principal office<\/span>, or if none in the Commonwealth its registered office, is located, on application of the shareholder<\/span>, may summarily order<\/span> the inspection or copying at the corporation<\/span>’s expense and may postpone the meeting for which the list was prepared until the inspection or copying is complete. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Refusal or failure to prepare or make available the shareholders<\/span>’ list does not affect the validity of action taken at the meeting. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSHAREHOLDERS’ LIST FOR MEETING (\u00a7 13.1-661)\n\nA. After fixing a record date for a meeting, a corporation shall prepare an\nalphabetical list of the names of all its shareholders who are entitled to\nnotice of a shareholders’ meeting. If the board of directors fixes a\ndifferent record date under subsection E of § 13.1-660 to determine the\nshareholders entitled to vote at the meeting, a corporation also shall prepare\nan alphabetical list of the names of all its shareholders who are entitled to\nvote at the meeting. A list shall be arranged by voting group, and within each\nvoting group by class or series of shares, and show the address of and number of\nshares held by each shareholder. Nothing contained in this subsection shall\nrequire the corporation to include on such list the electronic mail address or\nother electronic contact information of a shareholder.\n\nB. The shareholders’ list for notice shall be available for inspection by\nany shareholder, beginning five business days after notice of the meeting is\ngiven for which the list was prepared and continuing through the close of\nbusiness on the last business day before the meeting, (i) at the\ncorporation’s principal office or at a place identified in the meeting\nnotice in the county or city where the meeting will be held or (ii) on a\nreasonably accessible electronic network, provided that the information required\nto gain access to such list is provided with the notice of the meeting. In the\nevent that the corporation determines to make the list available on an\nelectronic network, the corporation may take reasonable steps to ensure that\nsuch information is available only to shareholders of the corporation. A\nshareholders’ list for voting shall be similarly available for inspection\npromptly after the record date for voting. The original share transfer books\nshall be prima facie evidence as to who are the shareholders entitled to examine\nsuch list or to vote at any meeting of shareholders. A shareholder, or the\nshareholder’s agent or attorney, is entitled on written demand to inspect\nand, subject to the requirements of subsection D of § 13.1-771, to copy a\nlist, during regular business hours and at the shareholder’s expense,\nduring the period it is available for inspection.\n\nC. If the corporation refuses to allow a shareholder or the shareholder’s\nagent or attorney to inspect a shareholders’ list before the meeting, or\nto copy a list as permitted by subsection B, the circuit court of the county or\ncity where the corporation’s principal office, or if none in the\nCommonwealth its registered office, is located, on application of the\nshareholder, may summarily order the inspection or copying at the\ncorporation’s expense and may postpone the meeting for which the list was\nprepared until the inspection or copying is complete.\n\nD. Refusal or failure to prepare or make available the shareholders’ list\ndoes not affect the validity of action taken at the meeting.\n\nHISTORY: Code 1950, \u00a7 13.1-30; 1956, c. 428; 1964, c. 418; 1975, c. 500; 1985,\nc. 522; 2010, c. 782; 2012, c. 706; 2017, c. 646; 2019, c. 734; 2021, Sp. Sess.\nI, c. 487; 2023, cc. 529, 530.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}