{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-774.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-774.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-774.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-774.html"}],"law_id":75191,"edition_id":1,"section_id":75191,"structure_id":15353,"section_number":"13.1-774","catch_line":"Financial statements for shareholders","history":"Code 1950, \u00a7 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734.","full_text":"A\n\nUpon the written request of a shareholder, a corporation shall deliver or make available to the requesting shareholder by posting on its website or by other generally recognized means financial statements for the most recent fiscal year for which annual financial statements have been prepared for the corporation. The financial statements may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the corporation’s fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements for the specified period have been prepared for the corporation on the basis of generally accepted accounting principles, the corporation shall deliver or make available such financial statements to the requesting shareholder.B\n\nIf the annual financial statements are audited or otherwise reported upon by a public accountant, the accountant’s report must accompany them. If the annual financial statements are not reported upon by a public accountant, the president or the person responsible for the corporation’s accounting records shall provide the shareholder with a statement of the basis of accounting used in preparation of the annual financial statements and a description of any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.C\n\nA public corporation may fulfill its responsibilities under this section by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission.D\n\nNotwithstanding the provisions of subsections A and B:1\n\nAs a condition to delivering or making available financial statements to a requesting shareholder, the corporation may require the requesting shareholder to agree to reasonable restrictions on the confidentiality, use, and distribution of such financial statements; and2\n\nThe corporation may, if it reasonably determines that the shareholder’s request is not made in good faith or for a proper purpose, decline to deliver or make available such financial statements to that shareholder.E\n\nIf a corporation does not respond to a shareholder’s request for financial statements pursuant to subsection A within 30 days of delivery of such request to the corporation’s secretary:1\n\nThe requesting shareholder may apply to the circuit court in the city or county where the corporation’s principal office is located, or, if none in the Commonwealth, where its registered office is located for an order requiring delivery of or access to the requested financial statements. The court shall dispose of an application under this subsection on an expedited basis.2\n\nIf the court orders delivery or access to the requested financial statements, it may impose reasonable restrictions on their confidentiality, use, or distribution.3\n\nIn such proceeding, if the corporation has declined to deliver or make available such financial statements because the requesting shareholder had been unwilling to agree to restrictions proposed by the corporation on the confidentiality, use, or distribution of such financial statements, the corporation shall have the burden of demonstrating that the restrictions proposed by the corporation were reasonable.4\n\nIn such proceeding, if the corporation has declined to deliver or make available such financial statements pursuant to subdivision D 2 of § 13.1-774, the corporation shall have the burden of demonstrating that it had reasonably determined that the shareholder’s request was not made in good faith or for a proper purpose.5\n\nIf the court orders delivery or access to the requested financial statements, it may order the corporation to pay the shareholder’s expenses incurred to obtain such order unless the corporation establishes that it had refused delivery or access to the requested financial statements because the shareholder had refused to agree to reasonable restrictions on the confidentiality, use, or distribution of the financial statements or that the corporation had reasonably determined that the shareholder’s request was not made in good faith or for a proper purpose.","order_by":null,"text":{"0":{"id":270004,"text":"Upon the written request of a shareholder, a corporation shall deliver or make available to the requesting shareholder by posting on its website or by other generally recognized means financial statements for the most recent fiscal year for which annual financial statements have been prepared for the corporation. The financial statements may be consolidated or combined statements of the corporation and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the corporation’s fiscal year, an income statement for that year, and a statement of changes in shareholders’ equity for the year unless that information appears elsewhere in the financial statements. If financial statements for the specified period have been prepared for the corporation on the basis of generally accepted accounting principles, the corporation shall deliver or make available such financial statements to the requesting shareholder.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":270005,"text":"If the annual financial statements are audited or otherwise reported upon by a public accountant, the accountant’s report must accompany them. If the annual financial statements are not reported upon by a public accountant, the president or the person responsible for the corporation’s accounting records shall provide the shareholder with a statement of the basis of accounting used in preparation of the annual financial statements and a description of any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":270006,"text":"A public corporation may fulfill its responsibilities under this section by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":270007,"text":"Notwithstanding the provisions of subsections A and B:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":270008,"text":"As a condition to delivering or making available financial statements to a requesting shareholder, the corporation may require the requesting shareholder to agree to reasonable restrictions on the confidentiality, use, and distribution of such financial statements; and","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":270009,"text":"The corporation may, if it reasonably determines that the shareholder’s request is not made in good faith or for a proper purpose, decline to deliver or make available such financial statements to that shareholder.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"E"},"6":{"id":270010,"text":"If a corporation does not respond to a shareholder’s request for financial statements pursuant to subsection A within 30 days of delivery of such request to the corporation’s secretary:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D2","next_prefix":"E1"},"7":{"id":270011,"text":"The requesting shareholder may apply to the circuit court in the city or county where the corporation’s principal office is located, or, if none in the Commonwealth, where its registered office is located for an order requiring delivery of or access to the requested financial statements. The court shall dispose of an application under this subsection on an expedited basis.","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"8":{"id":270012,"text":"If the court orders delivery or access to the requested financial statements, it may impose reasonable restrictions on their confidentiality, use, or distribution.","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"E3"},"9":{"id":270013,"text":"In such proceeding, if the corporation has declined to deliver or make available such financial statements because the requesting shareholder had been unwilling to agree to restrictions proposed by the corporation on the confidentiality, use, or distribution of such financial statements, the corporation shall have the burden of demonstrating that the restrictions proposed by the corporation were reasonable.","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2","next_prefix":"E4"},"10":{"id":270014,"text":"In such proceeding, if the corporation has declined to deliver or make available such financial statements pursuant to subdivision D 2 of § 13.1-774, the corporation shall have the burden of demonstrating that it had reasonably determined that the shareholder’s request was not made in good faith or for a proper purpose.","type":"section","prefixes":["E","4"],"prefix":"4","entire_prefix":"E4","prefix_anchor":"E4","level":2,"prior_prefix":"E3","next_prefix":"E5"},"11":{"id":270015,"text":"If the court orders delivery or access to the requested financial statements, it may order the corporation to pay the shareholder’s expenses incurred to obtain such order unless the corporation establishes that it had refused delivery or access to the requested financial statements because the shareholder had refused to agree to reasonable restrictions on the confidentiality, use, or distribution of the financial statements or that the corporation had reasonably determined that the shareholder’s request was not made in good faith or for a proper purpose.","type":"section","prefixes":["E","5"],"prefix":"5","entire_prefix":"E5","prefix_anchor":"E5","level":2,"prior_prefix":"E4"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-774\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 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 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":87218,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","order_by":null,"url":"\/13.1-732\/"},{"id":84694,"section_number":"13.1-737","catch_line":"Payment","order_by":null,"url":"\/13.1-737\/"},{"id":58440,"section_number":"13.1-770","catch_line":"Corporate records","order_by":null,"url":"\/13.1-770\/"},{"id":75191,"section_number":"13.1-774","catch_line":"Financial statements for shareholders","order_by":null,"url":"\/13.1-774\/"}],"refers_to":[{"id":75191,"section_number":"13.1-774","catch_line":"Financial statements for shareholders","order_by":null,"url":"\/13.1-774\/"}],"permalink":{"id":150777,"object_type":"law","relational_id":75191,"identifier":"13.1-774","token":"13.1\/9\/18\/13.1-774","url":"\/13.1-774\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-774\/","token":"13.1\/9\/18\/13.1-774","dublin_core":{"Title":"Financial statements for shareholders","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-774","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Upon the written<\/span> request of a shareholder<\/span>, a corporation<\/span> shall deliver<\/span> or make available to the requesting shareholder<\/span> by posting on its website or by other generally recognized means financial statements for the most recent fiscal year for which annual financial statements have been prepared for the corporation<\/span>. The financial statements may be consolidated or combined statements of the corporation<\/span> and one or more of its subsidiaries, as appropriate, that include a balance sheet as of the end of the corporation<\/span>’s fiscal year, an income statement for that year, and a statement of changes in shareholders<\/span>’ equity<\/span> for the year unless that information appears elsewhere in the financial statements. If financial statements for the specified period have been prepared for the corporation<\/span> on the basis of generally accepted accounting principles, the corporation<\/span> shall deliver<\/span> or make available such financial statements to the requesting shareholder<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the annual financial statements are audited or otherwise reported upon by a public accountant, the accountant’s report must accompany them. If the annual financial statements are not reported upon by a public accountant, the president or the person<\/span> responsible for the corporation<\/span>’s accounting records shall provide the shareholder<\/span> with a statement of the basis of accounting used in preparation of the annual financial statements and a description of any respects in which the statements were not prepared on a basis of accounting consistent with the statements prepared for the preceding year. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A public corporation<\/span> may fulfill its responsibilities under this section by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Notwithstanding the provisions of subsections A and B: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> As a condition to delivering or making available financial statements to a requesting shareholder<\/span>, the corporation may require the requesting shareholder<\/span> to agree to reasonable restrictions on the confidentiality, use, and distribution<\/span> of such financial statements; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The corporation may, if it reasonably determines that the shareholder<\/span>’s request is not made in good faith or for a proper purpose, decline to deliver<\/span> or make available such financial statements to that shareholder<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If a corporation does not respond to a shareholder<\/span>’s request for financial statements pursuant to subsection A within 30 days of delivery<\/span> of such request to the corporation’s secretary<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The requesting shareholder<\/span> may apply to the circuit<\/span> court<\/span> in the city or county where the corporation’s principal office<\/span> is located, or, if none in the Commonwealth, where its registered office is located for an order<\/span> requiring delivery<\/span> of or access to the requested financial statements. 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

2.<\/span> If the court orders<\/span> delivery<\/span> or access to the requested financial statements, it may impose reasonable restrictions on their confidentiality, use, or distribution<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> In such proceeding<\/span>, if the corporation has declined to deliver<\/span> or make available such financial statements because the requesting shareholder<\/span> had been unwilling to agree to restrictions proposed by the corporation on the confidentiality, use, or distribution<\/span> of such financial statements, the corporation shall have the burden of demonstrating that the restrictions proposed by the corporation were reasonable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> In such proceeding<\/span>, if the corporation has declined to deliver<\/span> or make available such financial statements pursuant to subdivision D 2 of § 13.1-774<\/a>, the corporation shall have the burden of demonstrating that it had reasonably determined that the shareholder<\/span>’s request was not made in good faith or for a proper purpose. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the court orders<\/span> delivery<\/span> or access to the requested financial statements, it may order<\/span> the corporation to pay the shareholder<\/span>’s expenses<\/span> incurred to obtain such order<\/span> unless the corporation establishes that it had refused delivery<\/span> or access to the requested financial statements because the shareholder<\/span> had refused to agree to reasonable restrictions on the confidentiality, use, or distribution<\/span> of the financial statements or that the corporation had reasonably determined that the shareholder<\/span>’s request was not made in good faith or for a proper purpose. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFINANCIAL STATEMENTS FOR SHAREHOLDERS (\u00a7 13.1-774)\n\nA. Upon the written request of a shareholder, a corporation shall deliver or\nmake available to the requesting shareholder by posting on its website or by\nother generally recognized means financial statements for the most recent fiscal\nyear for which annual financial statements have been prepared for the\ncorporation. The financial statements may be consolidated or combined statements\nof the corporation and one or more of its subsidiaries, as appropriate, that\ninclude a balance sheet as of the end of the corporation’s fiscal year, an\nincome statement for that year, and a statement of changes in\nshareholders’ equity for the year unless that information appears\nelsewhere in the financial statements. If financial statements for the specified\nperiod have been prepared for the corporation on the basis of generally accepted\naccounting principles, the corporation shall deliver or make available such\nfinancial statements to the requesting shareholder.\n\nB. If the annual financial statements are audited or otherwise reported upon by\na public accountant, the accountant’s report must accompany them. If the\nannual financial statements are not reported upon by a public accountant, the\npresident or the person responsible for the corporation’s accounting\nrecords shall provide the shareholder with a statement of the basis of\naccounting used in preparation of the annual financial statements and a\ndescription of any respects in which the statements were not prepared on a basis\nof accounting consistent with the statements prepared for the preceding year.\n\nC. A public corporation may fulfill its responsibilities under this section by\ndelivering the specified financial statements, or otherwise making them\navailable, in any manner permitted by the applicable rules and regulations of\nthe U.S. Securities and Exchange Commission.\n\nD. Notwithstanding the provisions of subsections A and B:\n\n 1. As a condition to delivering or making available financial statements to a\n requesting shareholder, the corporation may require the requesting shareholder\n to agree to reasonable restrictions on the confidentiality, use, and\n distribution of such financial statements; and\n\n 2. The corporation may, if it reasonably determines that the\n shareholder’s request is not made in good faith or for a proper purpose,\n decline to deliver or make available such financial statements to that\n shareholder.\n\nE. If a corporation does not respond to a shareholder’s request for\nfinancial statements pursuant to subsection A within 30 days of delivery of such\nrequest to the corporation’s secretary:\n\n 1. The requesting shareholder may apply to the circuit court in the city or\n county where the corporation’s principal office is located, or, if none\n in the Commonwealth, where its registered office is located for an order\n requiring delivery of or access to the requested financial statements. The\n court shall dispose of an application under this subsection on an expedited\n basis.\n\n 2. If the court orders delivery or access to the requested financial\n statements, it may impose reasonable restrictions on their confidentiality,\n use, or distribution.\n\n 3. In such proceeding, if the corporation has declined to deliver or make\n available such financial statements because the requesting shareholder had\n been unwilling to agree to restrictions proposed by the corporation on the\n confidentiality, use, or distribution of such financial statements, the\n corporation shall have the burden of demonstrating that the restrictions\n proposed by the corporation were reasonable.\n\n 4. In such proceeding, if the corporation has declined to deliver or make\n available such financial statements pursuant to subdivision D 2 of §\n 13.1-774, the corporation shall have the burden of demonstrating that it had\n reasonably determined that the shareholder’s request was not made in\n good faith or for a proper purpose.\n\n 5. If the court orders delivery or access to the requested financial\n statements, it may order the corporation to pay the shareholder’s\n expenses incurred to obtain such order unless the corporation establishes that\n it had refused delivery or access to the requested financial statements\n because the shareholder had refused to agree to reasonable restrictions on the\n confidentiality, use, or distribution of the financial statements or that the\n corporation had reasonably determined that the shareholder’s request was\n not made in good faith or for a proper purpose.\n\nHISTORY: Code 1950, \u00a7 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005,\nc. 765; 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}}