{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-771.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-771.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-771.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-771.html"}],"law_id":67712,"edition_id":1,"section_id":67712,"structure_id":15353,"section_number":"13.1-771","catch_line":"Inspection of records by shareholders","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\nSubject to subsection D of &#xA7; 13.1-772, a shareholder is entitled to inspect and copy, during regular business hours at the corporation&#8217;s principal office, any of the records of the corporation described in subsection E of &#xA7; 13.1-770 if the shareholder delivers a signed written notice to the corporation&#8217;s secretary of the shareholder&#8217;s demand at least 10 business days before the date on which the shareholder wishes to inspect and copy.B\n\nFor any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.C\n\nA shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection D and delivers a signed written notice to the corporation&#8217;s secretary of the shareholder&#8217;s demand at least 10 business days before the date on which the shareholder wishes to inspect and copy:1\n\nExcerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the board of directors or a committee of the board of directors while acting in place of the board of directors on behalf of the corporation;2\n\nAccounting ledgers and related work papers used in the preparation of the corporation&#8217;s most recent annual financial statements; and3\n\nThe record of shareholders of record maintained in accordance with subsection C of &#xA7; 13.1-770.D\n\nA shareholder may inspect and copy the records described in subsection C only if:1\n\nThe shareholder (i) has been a shareholder for at least six months immediately preceding delivery of the shareholder&#8217;s demand or (ii) is the holder of record or beneficial owner of at least five percent of the outstanding shares entitled to vote generally in the election of directors;2\n\nThe shareholder&#8217;s demand is made in good faith and for a proper purpose;3\n\nThe shareholder&#8217;s demand describes with reasonable particularity the shareholder&#8217;s purpose and the records the shareholder desires to inspect and copy; and4\n\nThe records are directly connected with the shareholder&#8217;s purpose.E\n\nThe corporation may enforce reasonable restrictions on the confidentiality, use, or distribution of records described in subsection C.F\n\nThe right of inspection granted by this section may not be abolished or limited by a corporation&#8217;s articles of incorporation or bylaws.G\n\nThis section does not affect:1\n\nThe right of a shareholder to inspect records under &#xA7; 13.1-661 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or2\n\nFor any corporation that is not a public corporation, the power of a court, independently of this chapter, to compel the production of such records as the court shall order after finding that the shareholder has established that the shareholder has satisfied the requirements of subsection D and that (i) the records that the shareholder seeks are material to the protection of the shareholder&#8217;s rights as a shareholder and (ii) the disclosure of the records will not adversely affect the corporation&#8217;s interest.H\n\nFor purposes of this section, other than subdivision C 3, &#8220;shareholder&#8221; includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder&#8217;s behalf.","order_by":null,"text":{"0":{"id":245272,"text":"Subject to subsection D of &#xA7; 13.1-772, a shareholder is entitled to inspect and copy, during regular business hours at the corporation&#8217;s principal office, any of the records of the corporation described in subsection E of &#xA7; 13.1-770 if the shareholder delivers a signed written notice to the corporation&#8217;s secretary of the shareholder&#8217;s demand at least 10 business days before the date on which the shareholder wishes to inspect and copy.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":245273,"text":"For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":245274,"text":"A shareholder is entitled to inspect and copy, during regular business hours at a reasonable location specified by the corporation, any of the following records of the corporation if the shareholder meets the requirements of subsection D and delivers a signed written notice to the corporation&#8217;s secretary of the shareholder&#8217;s demand at least 10 business days before the date on which the shareholder wishes to inspect and copy:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":245275,"text":"Excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the board of directors or a committee of the board of directors while acting in place of the board of directors on behalf of the corporation;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":245276,"text":"Accounting ledgers and related work papers used in the preparation of the corporation&#8217;s most recent annual financial statements; and","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":245277,"text":"The record of shareholders of record maintained in accordance with subsection C of &#xA7; 13.1-770.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"6":{"id":245278,"text":"A shareholder may inspect and copy the records described in subsection C only if:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3","next_prefix":"D1"},"7":{"id":245279,"text":"The shareholder (i) has been a shareholder for at least six months immediately preceding delivery of the shareholder&#8217;s demand or (ii) is the holder of record or beneficial owner of at least five percent of the outstanding shares entitled to vote generally in the election of directors;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"8":{"id":245280,"text":"The shareholder&#8217;s demand is made in good faith and for a proper purpose;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"9":{"id":245281,"text":"The shareholder&#8217;s demand describes with reasonable particularity the shareholder&#8217;s purpose and the records the shareholder desires to inspect and copy; and","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"10":{"id":245282,"text":"The records are directly connected with the shareholder&#8217;s purpose.","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"E"},"11":{"id":245283,"text":"The corporation may enforce reasonable restrictions on the confidentiality, use, or distribution of records described in subsection C.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D4","next_prefix":"F"},"12":{"id":245284,"text":"The right of inspection granted by this section may not be abolished or limited by a corporation&#8217;s articles of incorporation or bylaws.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"13":{"id":245285,"text":"This section does not affect:","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"G1"},"14":{"id":245286,"text":"The right of a shareholder to inspect records under &#xA7; 13.1-661 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or","type":"section","prefixes":["G","1"],"prefix":"1","entire_prefix":"G1","prefix_anchor":"G1","level":2,"prior_prefix":"G","next_prefix":"G2"},"15":{"id":245287,"text":"For any corporation that is not a public corporation, the power of a court, independently of this chapter, to compel the production of such records as the court shall order after finding that the shareholder has established that the shareholder has satisfied the requirements of subsection D and that (i) the records that the shareholder seeks are material to the protection of the shareholder&#8217;s rights as a shareholder and (ii) the disclosure of the records will not adversely affect the corporation&#8217;s interest.","type":"section","prefixes":["G","2"],"prefix":"2","entire_prefix":"G2","prefix_anchor":"G2","level":2,"prior_prefix":"G1","next_prefix":"H"},"16":{"id":245288,"text":"For purposes of this section, other than subdivision C 3, &#8220;shareholder&#8221; includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder&#8217;s behalf.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G2"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-771\/","history_text":"<p>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 <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?051+ful+CHAP0765\">765<\/a>; in 2008, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?081+ful+CHAP0091\">91<\/a>; in 2010, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?101+ful+CHAP0782\">782<\/a>; in 2019, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?191+ful+CHAP0734\">734<\/a>.<\/p>","references":[{"id":68550,"section_number":"13.1-661","catch_line":"Shareholders' list for meeting","order_by":null,"url":"\/13.1-661\/"},{"id":75405,"section_number":"13.1-772","catch_line":"Scope of inspection right","order_by":null,"url":"\/13.1-772\/"},{"id":87134,"section_number":"13.1-773","catch_line":"Court-ordered inspection","order_by":null,"url":"\/13.1-773\/"}],"refers_to":[{"id":68550,"section_number":"13.1-661","catch_line":"Shareholders' list for meeting","order_by":null,"url":"\/13.1-661\/"},{"id":58440,"section_number":"13.1-770","catch_line":"Corporate records","order_by":null,"url":"\/13.1-770\/"},{"id":75405,"section_number":"13.1-772","catch_line":"Scope of inspection right","order_by":null,"url":"\/13.1-772\/"}],"permalink":{"id":150761,"object_type":"law","relational_id":67712,"identifier":"13.1-771","token":"13.1\/9\/18\/13.1-771","url":"\/13.1-771\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-771\/","token":"13.1\/9\/18\/13.1-771","dublin_core":{"Title":"Inspection of records by shareholders","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-771","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> Subject to subsection D of &#xA7; <a class=\"law\" title=\"Scope of inspection right\" href=\"\/13.1-772\/\">13.1-772<\/a>, a <span class=\"dictionary\">shareholder<\/span> is entitled to inspect and copy, during regular business hours at the <span class=\"dictionary\">corporation<\/span>&#8217;s <span class=\"dictionary\">principal office<\/span>, any of the records of the <span class=\"dictionary\">corporation<\/span> described in subsection E of &#xA7; <a class=\"law\" title=\"Corporate records\" href=\"\/13.1-770\/\">13.1-770<\/a> if the <span class=\"dictionary\">shareholder<\/span> <span class=\"dictionary\">delivers<\/span> a signed <span class=\"dictionary\">written<\/span> notice to the <span class=\"dictionary\">corporation<\/span>&#8217;s <span class=\"dictionary\">secretary<\/span> of the <span class=\"dictionary\">shareholder<\/span>&#8217;s demand at least 10 business days before the date on which the <span class=\"dictionary\">shareholder<\/span> wishes to inspect and copy. <a id=\"paragraph-245272\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> For any meeting of <span class=\"dictionary\">shareholders<\/span> for which the <span class=\"dictionary\">record date<\/span> for determining <span class=\"dictionary\">shareholders<\/span> entitled to vote at the meeting is different than the <span class=\"dictionary\">record date<\/span> for notice of the meeting, any <span class=\"dictionary\">person<\/span> who becomes a <span class=\"dictionary\">shareholder<\/span> subsequent to the <span class=\"dictionary\">record date<\/span> for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the <span class=\"dictionary\">corporation<\/span> upon request the notice and any other information provided by the <span class=\"dictionary\">corporation<\/span> to <span class=\"dictionary\">shareholders<\/span> in connection with the meeting, unless the <span class=\"dictionary\">corporation<\/span> has made such information generally available to <span class=\"dictionary\">shareholders<\/span> by posting it on its website or by other generally recognized means. Failure of a <span class=\"dictionary\">corporation<\/span> to provide such information does not affect the validity of action taken at the meeting. <a id=\"paragraph-245273\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> A <span class=\"dictionary\">shareholder<\/span> is entitled to inspect and copy, during regular business hours at a reasonable location specified by the <span class=\"dictionary\">corporation<\/span>, any of the following records of the <span class=\"dictionary\">corporation<\/span> if the <span class=\"dictionary\">shareholder<\/span> meets the requirements of subsection D and <span class=\"dictionary\">delivers<\/span> a signed <span class=\"dictionary\">written<\/span> notice to the <span class=\"dictionary\">corporation<\/span>&#8217;s <span class=\"dictionary\">secretary<\/span> of the <span class=\"dictionary\">shareholder<\/span>&#8217;s demand at least 10 business days before the date on which the <span class=\"dictionary\">shareholder<\/span> wishes to inspect and copy: <a id=\"paragraph-245274\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> Excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the board of directors or a committee of the board of directors while acting in place of the board of directors on behalf of the <span class=\"dictionary\">corporation<\/span>; <a id=\"paragraph-245275\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#C1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> Accounting ledgers and related work papers used in the preparation of the <span class=\"dictionary\">corporation<\/span>&#8217;s most recent annual financial statements; and <a id=\"paragraph-245276\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#C2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> The record of <span class=\"dictionary\">shareholders<\/span> of record maintained in accordance with subsection C of &#xA7; <a class=\"law\" title=\"Corporate records\" href=\"\/13.1-770\/\">13.1-770<\/a>. <a id=\"paragraph-245277\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#C3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> A <span class=\"dictionary\">shareholder<\/span> may inspect and copy the records described in subsection C only if: <a id=\"paragraph-245278\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> The <span class=\"dictionary\">shareholder<\/span> (i) has been a <span class=\"dictionary\">shareholder<\/span> for at least six months immediately preceding <span class=\"dictionary\">delivery<\/span> of the <span class=\"dictionary\">shareholder<\/span>&#8217;s demand or (ii) is the holder of record or beneficial owner of at least five percent of the outstanding <span class=\"dictionary\">shares<\/span> entitled to vote generally in the election of directors; <a id=\"paragraph-245279\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#D1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> The <span class=\"dictionary\">shareholder<\/span>&#8217;s demand is made in good faith and for a proper purpose; <a id=\"paragraph-245280\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#D2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> The <span class=\"dictionary\">shareholder<\/span>&#8217;s demand describes with reasonable particularity the <span class=\"dictionary\">shareholder<\/span>&#8217;s purpose and the records the <span class=\"dictionary\">shareholder<\/span> desires to inspect and copy; and <a id=\"paragraph-245281\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#D3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D4\" class=\"indent-1\"><p><span class=\"prefix-number\">4.<\/span> The records are directly connected with the <span class=\"dictionary\">shareholder<\/span>&#8217;s purpose. <a id=\"paragraph-245282\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#D4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E\"><p><span class=\"prefix-number\">E.<\/span> The <span class=\"dictionary\">corporation<\/span> may enforce reasonable restrictions on the confidentiality, use, or <span class=\"dictionary\">distribution<\/span> of records described in subsection C. <a id=\"paragraph-245283\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#E\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"F\"><p><span class=\"prefix-number\">F.<\/span> The right of inspection granted by this section may not be abolished or limited by a <span class=\"dictionary\">corporation<\/span>&#8217;s <span class=\"dictionary\">articles of incorporation<\/span> or bylaws. <a id=\"paragraph-245284\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#F\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"G\"><p><span class=\"prefix-number\">G.<\/span> This section does not affect: <a id=\"paragraph-245285\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#G\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"G1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> The right of a <span class=\"dictionary\">shareholder<\/span> to inspect records under &#xA7; <a class=\"law\" title=\"Shareholders&#039; list for meeting\" href=\"\/13.1-661\/\">13.1-661<\/a> or, if the <span class=\"dictionary\">shareholder<\/span> is in <span class=\"dictionary\">litigation<\/span> with the <span class=\"dictionary\">corporation<\/span>, to the same extent as any other <span class=\"dictionary\">litigant<\/span>; or <a id=\"paragraph-245286\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#G1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"G2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> For any corporation that is not a <span class=\"dictionary\">public corporation<\/span>, the power of a <span class=\"dictionary\">court<\/span>, independently of this chapter, to compel the production of such records as the <span class=\"dictionary\">court<\/span> shall <span class=\"dictionary\">order<\/span> after <span class=\"dictionary\">finding<\/span> that the <span class=\"dictionary\">shareholder<\/span> has established that the <span class=\"dictionary\">shareholder<\/span> has satisfied the requirements of subsection D and that (i) the records that the <span class=\"dictionary\">shareholder<\/span> seeks are <span class=\"dictionary\">material<\/span> to the protection of the <span class=\"dictionary\">shareholder<\/span>&#8217;s rights as a <span class=\"dictionary\">shareholder<\/span> and (ii) the disclosure of the records will not adversely affect the corporation&#8217;s <span class=\"dictionary\">interest<\/span>. <a id=\"paragraph-245287\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#G2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"H\"><p><span class=\"prefix-number\">H.<\/span> For purposes of this section, other than subdivision C 3, &#8220;<span class=\"dictionary\">shareholder<\/span>&#8221; includes a beneficial owner whose <span class=\"dictionary\">shares<\/span> are held in a voting trust or by a nominee on the <span class=\"dictionary\">shareholder<\/span>&#8217;s behalf. <a id=\"paragraph-245288\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-771\/#H\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nINSPECTION OF RECORDS BY SHAREHOLDERS (\u00a7 13.1-771)\n\nA. Subject to subsection D of &#xA7; 13.1-772, a shareholder is entitled to\ninspect and copy, during regular business hours at the corporation&#8217;s\nprincipal office, any of the records of the corporation described in subsection\nE of &#xA7; 13.1-770 if the shareholder delivers a signed written notice to the\ncorporation&#8217;s secretary of the shareholder&#8217;s demand at least 10\nbusiness days before the date on which the shareholder wishes to inspect and\ncopy.\n\nB. For any meeting of shareholders for which the record date for determining\nshareholders entitled to vote at the meeting is different than the record date\nfor notice of the meeting, any person who becomes a shareholder subsequent to\nthe record date for notice of the meeting and is entitled to vote at the meeting\nis entitled to obtain from the corporation upon request the notice and any other\ninformation provided by the corporation to shareholders in connection with the\nmeeting, unless the corporation has made such information generally available to\nshareholders by posting it on its website or by other generally recognized\nmeans. Failure of a corporation to provide such information does not affect the\nvalidity of action taken at the meeting.\n\nC. A shareholder is entitled to inspect and copy, during regular business hours\nat a reasonable location specified by the corporation, any of the following\nrecords of the corporation if the shareholder meets the requirements of\nsubsection D and delivers a signed written notice to the corporation&#8217;s\nsecretary of the shareholder&#8217;s demand at least 10 business days before the\ndate on which the shareholder wishes to inspect and copy:\n\n   1. Excerpts from minutes of any meeting of, or records of any actions taken\n   without a meeting by, the board of directors or a committee of the board of\n   directors while acting in place of the board of directors on behalf of the\n   corporation;\n\n   2. Accounting ledgers and related work papers used in the preparation of the\n   corporation&#8217;s most recent annual financial statements; and\n\n   3. The record of shareholders of record maintained in accordance with\n   subsection C of &#xA7; 13.1-770.\n\nD. A shareholder may inspect and copy the records described in subsection C only\nif:\n\n   1. The shareholder (i) has been a shareholder for at least six months\n   immediately preceding delivery of the shareholder&#8217;s demand or (ii) is\n   the holder of record or beneficial owner of at least five percent of the\n   outstanding shares entitled to vote generally in the election of directors;\n\n   2. The shareholder&#8217;s demand is made in good faith and for a proper\n   purpose;\n\n   3. The shareholder&#8217;s demand describes with reasonable particularity the\n   shareholder&#8217;s purpose and the records the shareholder desires to inspect\n   and copy; and\n\n   4. The records are directly connected with the shareholder&#8217;s purpose.\n\nE. The corporation may enforce reasonable restrictions on the confidentiality,\nuse, or distribution of records described in subsection C.\n\nF. The right of inspection granted by this section may not be abolished or\nlimited by a corporation&#8217;s articles of incorporation or bylaws.\n\nG. This section does not affect:\n\n   1. The right of a shareholder to inspect records under &#xA7; 13.1-661 or, if\n   the shareholder is in litigation with the corporation, to the same extent as\n   any other litigant; or\n\n   2. For any corporation that is not a public corporation, the power of a court,\n   independently of this chapter, to compel the production of such records as the\n   court shall order after finding that the shareholder has established that the\n   shareholder has satisfied the requirements of subsection D and that (i) the\n   records that the shareholder seeks are material to the protection of the\n   shareholder&#8217;s rights as a shareholder and (ii) the disclosure of the\n   records will not adversely affect the corporation&#8217;s interest.\n\nH. For purposes of this section, other than subdivision C 3,\n&#8220;shareholder&#8221; includes a beneficial owner whose shares are held in a\nvoting trust or by a nominee on the shareholder&#8217;s behalf.\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}}