{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-770.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-770.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-770.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-770.html"}],"law_id":58440,"edition_id":1,"section_id":58440,"structure_id":15353,"section_number":"13.1-770","catch_line":"Corporate records","history":"Code 1950, \u00a7 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2008, c. 91; 2010, c. 782; 2019, c. 734.","full_text":"A\n\nA corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.B\n\nA corporation shall maintain accounting records in a form that permits preparation of its financial statements.C\n\nA corporation shall maintain a record of its current shareholders in alphabetical order by class and series, if any, of shares showing the address of, and the number and class and series, if any, of shares held by each shareholder. The foregoing shall not require the corporation to maintain, as part of such record of shareholders, beneficial owners whose shares are held by a nominee on the shareholder’s behalf except to the extent that the corporation has established and maintains a procedure for registration of such rights under § 13.1-664. Nothing contained in this subsection shall require the corporation to include in such record the electronic mail address or other electronic contact information of a shareholder.D\n\nA corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.E\n\nA corporation shall maintain the following records:1\n\nA copy of its articles of incorporation as currently in effect, and any notices to shareholders referred to in subdivision L 5 of § 13.1-604 specifying facts on which a filed document is dependent if those facts are not included in the articles of incorporation or otherwise available as specified in subdivision L 5 of § 13.1-604;2\n\nIts bylaws as currently in effect;3\n\nResolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;4\n\nThe minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years;5\n\nAll written communications within the past three years to shareholders generally, including the financial statements furnished for the past three years under § 13.1-774;6\n\nA list of the names and business addresses of its current directors and officers; and7\n\nA copy of its most recent annual report filed with the Commission under § 13.1-775.","order_by":null,"text":{"0":{"id":214175,"text":"A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":214176,"text":"A corporation shall maintain accounting records in a form that permits preparation of its financial statements.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":214177,"text":"A corporation shall maintain a record of its current shareholders in alphabetical order by class and series, if any, of shares showing the address of, and the number and class and series, if any, of shares held by each shareholder. The foregoing shall not require the corporation to maintain, as part of such record of shareholders, beneficial owners whose shares are held by a nominee on the shareholder’s behalf except to the extent that the corporation has established and maintains a procedure for registration of such rights under § 13.1-664. Nothing contained in this subsection shall require the corporation to include in such record the electronic mail address or other electronic contact information of a shareholder.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":214178,"text":"A corporation shall maintain its records in the form of a document, including an electronic record, or in another form capable of conversion into paper form within a reasonable time.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":214179,"text":"A corporation shall maintain the following records:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"5":{"id":214180,"text":"A copy of its articles of incorporation as currently in effect, and any notices to shareholders referred to in subdivision L 5 of § 13.1-604 specifying facts on which a filed document is dependent if those facts are not included in the articles of incorporation or otherwise available as specified in subdivision L 5 of § 13.1-604;","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"6":{"id":214181,"text":"Its bylaws as currently in effect;","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"E3"},"7":{"id":214182,"text":"Resolutions adopted by its board of directors creating one or more classes or series of shares, and fixing their relative rights, preferences, and limitations, if shares issued pursuant to those resolutions are outstanding;","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2","next_prefix":"E4"},"8":{"id":214183,"text":"The minutes of all shareholders’ meetings, and records of all action taken by shareholders without a meeting, for the past three years;","type":"section","prefixes":["E","4"],"prefix":"4","entire_prefix":"E4","prefix_anchor":"E4","level":2,"prior_prefix":"E3","next_prefix":"E5"},"9":{"id":214184,"text":"All written communications within the past three years to shareholders generally, including the financial statements furnished for the past three years under § 13.1-774;","type":"section","prefixes":["E","5"],"prefix":"5","entire_prefix":"E5","prefix_anchor":"E5","level":2,"prior_prefix":"E4","next_prefix":"E6"},"10":{"id":214185,"text":"A list of the names and business addresses of its current directors and officers; and","type":"section","prefixes":["E","6"],"prefix":"6","entire_prefix":"E6","prefix_anchor":"E6","level":2,"prior_prefix":"E5","next_prefix":"E7"},"11":{"id":214186,"text":"A copy of its most recent annual report filed with the Commission under § 13.1-775.","type":"section","prefixes":["E","7"],"prefix":"7","entire_prefix":"E7","prefix_anchor":"E7","level":2,"prior_prefix":"E6"}},"ancestry":[{"id":15353,"edition_id":1,"name":"Records and Reports","identifier":"18","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:54:11","date_modified":"2026-06-26 03:54:11","permalink":{"id":150755,"object_type":"structure","relational_id":15353,"identifier":"18","token":"13.1\/9\/18","url":"\/13.1\/9\/18\/","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":58440,"structure_id":15353,"section_number":"13.1-770","catch_line":"Corporate records","url":"\/13.1-770\/","token":"13.1\/9\/18\/13.1-770","metadata":false},{"id":67712,"structure_id":15353,"section_number":"13.1-771","catch_line":"Inspection of records by shareholders","url":"\/13.1-771\/","token":"13.1\/9\/18\/13.1-771","metadata":false},{"id":75405,"structure_id":15353,"section_number":"13.1-772","catch_line":"Scope of inspection right","url":"\/13.1-772\/","token":"13.1\/9\/18\/13.1-772","metadata":false},{"id":87134,"structure_id":15353,"section_number":"13.1-773","catch_line":"Court-ordered inspection","url":"\/13.1-773\/","token":"13.1\/9\/18\/13.1-773","metadata":false},{"id":63346,"structure_id":15353,"section_number":"13.1-773.1","catch_line":"Inspection of records by directors","url":"\/13.1-773.1\/","token":"13.1\/9\/18\/13.1-773.1","metadata":false},{"id":75191,"structure_id":15353,"section_number":"13.1-774","catch_line":"Financial statements for shareholders","url":"\/13.1-774\/","token":"13.1\/9\/18\/13.1-774","metadata":false},{"id":77578,"structure_id":15353,"section_number":"13.1-775","catch_line":"Annual report of domestic and foreign corporations","url":"\/13.1-775\/","token":"13.1\/9\/18\/13.1-775","metadata":false},{"id":77069,"structure_id":15353,"section_number":"13.1-775.1","catch_line":"Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely","url":"\/13.1-775.1\/","token":"13.1\/9\/18\/13.1-775.1","metadata":false},{"id":77007,"structure_id":15353,"section_number":"13.1-775.2","catch_line":"Collection of unpaid bills for registration fees","url":"\/13.1-775.2\/","token":"13.1\/9\/18\/13.1-775.2","metadata":false}],"next_section":{"id":67712,"structure_id":15353,"section_number":"13.1-771","catch_line":"Inspection of records by shareholders","url":"\/13.1-771\/","token":"13.1\/9\/18\/13.1-771","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-770\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 7 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 1975, chapter 500; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2008, chapter 91<\/a>; in 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":82388,"section_number":"13.1-610","catch_line":"Notices and other communications","order_by":null,"url":"\/13.1-610\/"},{"id":67712,"section_number":"13.1-771","catch_line":"Inspection of records by shareholders","order_by":null,"url":"\/13.1-771\/"},{"id":71494,"section_number":"13.1-997","catch_line":"Books and records","order_by":null,"url":"\/13.1-997\/"}],"refers_to":[{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"},{"id":54067,"section_number":"13.1-664","catch_line":"Shares held by intermediaries and nominees","order_by":null,"url":"\/13.1-664\/"},{"id":75191,"section_number":"13.1-774","catch_line":"Financial statements for shareholders","order_by":null,"url":"\/13.1-774\/"},{"id":77578,"section_number":"13.1-775","catch_line":"Annual report of domestic and foreign corporations","order_by":null,"url":"\/13.1-775\/"}],"permalink":{"id":150757,"object_type":"law","relational_id":58440,"identifier":"13.1-770","token":"13.1\/9\/18\/13.1-770","url":"\/13.1-770\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-770\/","token":"13.1\/9\/18\/13.1-770","dublin_core":{"Title":"Corporate records","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-770","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> shall keep as permanent records minutes of all meetings of its shareholders<\/span> and board of directors, a record of all actions taken by the shareholders<\/span> or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in place of the board of directors on behalf of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A corporation<\/span> shall maintain accounting records in a form that permits preparation of its financial statements. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A corporation<\/span> shall maintain a record of its current shareholders<\/span> in alphabetical order<\/span> by class and series, if any, of shares<\/span> showing the address of, and the number and class and series, if any, of shares<\/span> held by each shareholder<\/span>. The foregoing shall not require the corporation<\/span> to maintain, as part of such record of shareholders<\/span>, beneficial owners whose shares<\/span> are held by a nominee on the shareholder<\/span>’s behalf except to the extent that the corporation<\/span> has established and maintains a procedure for registration of such rights under § 13.1-664<\/a>. Nothing contained in this subsection shall require the corporation<\/span> to include in such record 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

D.<\/span> A corporation<\/span> shall maintain its records in the form of a document<\/span>, including an electronic record<\/span>, or in another form capable of conversion into paper form within a reasonable time. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A corporation<\/span> shall maintain the following records: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A copy of its articles of incorporation<\/span> as currently in effect, and any notices to shareholders<\/span> referred to in subdivision L 5 of § 13.1-604<\/a> specifying facts<\/span> on which a filed document<\/span> is dependent if those facts<\/span> are not included in the articles of incorporation<\/span> or otherwise available as specified in subdivision L 5 of § 13.1-604<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Its bylaws as currently in effect; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Resolutions adopted by its board of directors creating one or more classes or series of shares<\/span>, and fixing their relative rights, preferences, and limitations, if shares<\/span> issued pursuant to those resolutions are outstanding; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The minutes of all shareholders<\/span>’ meetings, and records of all action taken by shareholders<\/span> without a meeting, for the past three years; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> All written<\/span> communications within the past three years to shareholders<\/span> generally, including the financial statements furnished for the past three years under § 13.1-774<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> A list of the names and business addresses of its current directors and officers; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> A copy of its most recent annual report filed with the Commission<\/span> under § 13.1-775<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCORPORATE RECORDS (\u00a7 13.1-770)\n\nA. A corporation shall keep as permanent records minutes of all meetings of its\nshareholders and board of directors, a record of all actions taken by the\nshareholders or board of directors without a meeting, and a record of all\nactions taken by a committee of the board of directors in place of the board of\ndirectors on behalf of the corporation.\n\nB. A corporation shall maintain accounting records in a form that permits\npreparation of its financial statements.\n\nC. A corporation shall maintain a record of its current shareholders in\nalphabetical order by class and series, if any, of shares showing the address\nof, and the number and class and series, if any, of shares held by each\nshareholder. The foregoing shall not require the corporation to maintain, as\npart of such record of shareholders, beneficial owners whose shares are held by\na nominee on the shareholder’s behalf except to the extent that the\ncorporation has established and maintains a procedure for registration of such\nrights under § 13.1-664. Nothing contained in this subsection shall require\nthe corporation to include in such record the electronic mail address or other\nelectronic contact information of a shareholder.\n\nD. A corporation shall maintain its records in the form of a document, including\nan electronic record, or in another form capable of conversion into paper form\nwithin a reasonable time.\n\nE. A corporation shall maintain the following records:\n\n 1. A copy of its articles of incorporation as currently in effect, and any\n notices to shareholders referred to in subdivision L 5 of § 13.1-604\n specifying facts on which a filed document is dependent if those facts are not\n included in the articles of incorporation or otherwise available as specified\n in subdivision L 5 of § 13.1-604;\n\n 2. Its bylaws as currently in effect;\n\n 3. Resolutions adopted by its board of directors creating one or more classes\n or series of shares, and fixing their relative rights, preferences, and\n limitations, if shares issued pursuant to those resolutions are outstanding;\n\n 4. The minutes of all shareholders’ meetings, and records of all action\n taken by shareholders without a meeting, for the past three years;\n\n 5. All written communications within the past three years to shareholders\n generally, including the financial statements furnished for the past three\n years under § 13.1-774;\n\n 6. A list of the names and business addresses of its current directors and\n officers; and\n\n 7. A copy of its most recent annual report filed with the Commission under\n § 13.1-775.\n\nHISTORY: Code 1950, \u00a7 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005,\nc. 765; 2008, c. 91; 2010, c. 782; 2019, c. 734.","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}}