{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-773.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-773.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-773.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-773.1.html"}],"law_id":63346,"edition_id":1,"section_id":63346,"structure_id":15353,"section_number":"13.1-773.1","catch_line":"Inspection of records by directors","history":"2005, c. 765; 2019, c. 734.","full_text":"A\n\nA director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee of the board of directors, but not for any other purpose or in any manner that would violate any duty to the corporation.B\n\nThe circuit court of the city or county where the corporation’s principal office, or if none in the Commonwealth, its registered office, is located may order inspection and copying of the books, records and documents at the corporation’s expense upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.C\n\nIf an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s expenses incurred in connection with the application if the director proves that the corporation refused inspection without a reasonable basis for doubt about the director’s right to inspect the books, records, and documents demanded.","order_by":null,"text":{"0":{"id":230853,"text":"A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee of the board of directors, but not for any other purpose or in any manner that would violate any duty to the corporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":230854,"text":"The circuit court of the city or county where the corporation’s principal office, or if none in the Commonwealth, its registered office, is located may order inspection and copying of the books, records and documents at the corporation’s expense upon application of a director who has been refused such inspection rights, unless the corporation establishes that the director is not entitled to such inspection rights. The court shall dispose of an application under this subsection on an expedited basis.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":230855,"text":"If an order is issued, the court may include provisions protecting the corporation from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation, and may also order the corporation to reimburse the director for the director’s expenses incurred in connection with the application if the director proves that the corporation refused inspection without a reasonable basis for doubt about the director’s right to inspect the books, records, and documents demanded.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-773.1\/","history_text":"

This law was first created in 2005. The record of its establishment is cataloged in chapter 765<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. 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. That modification is as follows: in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":150773,"object_type":"law","relational_id":63346,"identifier":"13.1-773.1","token":"13.1\/9\/18\/13.1-773.1","url":"\/13.1-773.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-773.1\/","token":"13.1\/9\/18\/13.1-773.1","dublin_core":{"Title":"Inspection of records by directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-773.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A director of a corporation<\/span> is entitled to inspect and copy the books, records and documents<\/span> of the corporation<\/span> at any reasonable time to the extent reasonably related to the performance of the director’s duties as a director, including duties as a member of a committee of the board of directors, but not for any other purpose or in any manner that would violate any duty to the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The circuit<\/span> court<\/span> of the city or county where the corporation<\/span>’s principal office<\/span>, or if none in the Commonwealth, its registered office, is located may order<\/span> inspection and copying of the books, records and documents<\/span> at the corporation<\/span>’s expense upon application of a director who has been refused such inspection rights, unless the corporation<\/span> establishes that the director is not entitled to such inspection rights. The court<\/span> shall dispose of an application under this subsection on an expedited basis. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If an order<\/span> is issued, the court<\/span> may include provisions protecting the corporation<\/span> from undue burden or expense, and prohibiting the director from using information obtained upon exercise of the inspection rights in a manner that would violate a duty to the corporation<\/span>, and may also order<\/span> the corporation<\/span> to reimburse the director for the director’s expenses<\/span> incurred in connection with the application if the director proves that the corporation<\/span> refused inspection without a reasonable basis for doubt about the director’s right to inspect the books, records, and documents<\/span> demanded. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINSPECTION OF RECORDS BY DIRECTORS (\u00a7 13.1-773.1)\n\nA. A director of a corporation is entitled to inspect and copy the books,\nrecords and documents of the corporation at any reasonable time to the extent\nreasonably related to the performance of the director’s duties as a\ndirector, including duties as a member of a committee of the board of directors,\nbut not for any other purpose or in any manner that would violate any duty to\nthe corporation.\n\nB. The circuit court of the city or county where the corporation’s\nprincipal office, or if none in the Commonwealth, its registered office, is\nlocated may order inspection and copying of the books, records and documents at\nthe corporation’s expense upon application of a director who has been\nrefused such inspection rights, unless the corporation establishes that the\ndirector is not entitled to such inspection rights. The court shall dispose of\nan application under this subsection on an expedited basis.\n\nC. If an order is issued, the court may include provisions protecting the\ncorporation from undue burden or expense, and prohibiting the director from\nusing information obtained upon exercise of the inspection rights in a manner\nthat would violate a duty to the corporation, and may also order the corporation\nto reimburse the director for the director’s expenses incurred in\nconnection with the application if the director proves that the corporation\nrefused inspection without a reasonable basis for doubt about the\ndirector’s right to inspect the books, records, and documents demanded.\n\nHISTORY: 2005, c. 765; 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}}