{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-932.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-932.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-932.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-932.html"}],"law_id":74731,"edition_id":1,"section_id":74731,"structure_id":13756,"section_number":"13.1-932","catch_line":"Corporate records","history":"Code 1950, \u00a7 13.1-228; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.","full_text":"A\n\nA corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members 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 appropriate accounting records.C\n\nA corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, if any.D\n\nA corporation shall maintain its records in written form or in another form capable of conversion into written form within a reasonable time.E\n\nA corporation shall keep a copy of the following records:1\n\nIts articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to members referred to in subdivision L 5 of § 13.1-804 regarding facts on which a filed document is dependent;2\n\nIts bylaws or restated bylaws and all amendments to them currently in effect;3\n\nResolutions adopted by its board of directors creating one or more classes of members, and fixing their relative rights, preferences, and limitations;4\n\nThe minutes of all members’ meetings, and records of all action taken by members without a meeting, for the past three years;5\n\nAll written communications to members generally within the past three years;6\n\nA list of the names and business addresses of its current directors and officers; and7\n\nIts most recent annual report delivered to the Commission under § 13.1-936.","order_by":null,"text":{"0":{"id":268577,"text":"A corporation shall keep as permanent records minutes of all meetings of its members and board of directors, a record of all actions taken by the members 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":268578,"text":"A corporation shall maintain appropriate accounting records.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":268579,"text":"A corporation or its agent shall maintain a record of its members, in a form that permits preparation of a list of the names and addresses of all members, in alphabetical order by class, if any.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":268580,"text":"A corporation shall maintain its records in written form or in another form capable of conversion into written 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":268581,"text":"A corporation shall keep a copy of 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":268582,"text":"Its articles or restated articles of incorporation, all amendments to them currently in effect, and any notices to members referred to in subdivision L 5 of § 13.1-804 regarding facts on which a filed document is dependent;","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"6":{"id":268583,"text":"Its bylaws or restated bylaws and all amendments to them 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":268584,"text":"Resolutions adopted by its board of directors creating one or more classes of members, and fixing their relative rights, preferences, and limitations;","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2","next_prefix":"E4"},"8":{"id":268585,"text":"The minutes of all members’ meetings, and records of all action taken by members 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":268586,"text":"All written communications to members generally within the past three years;","type":"section","prefixes":["E","5"],"prefix":"5","entire_prefix":"E5","prefix_anchor":"E5","level":2,"prior_prefix":"E4","next_prefix":"E6"},"10":{"id":268587,"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":268588,"text":"Its most recent annual report delivered to the Commission under § 13.1-936.","type":"section","prefixes":["E","7"],"prefix":"7","entire_prefix":"E7","prefix_anchor":"E7","level":2,"prior_prefix":"E6"}},"ancestry":[{"id":13756,"edition_id":1,"name":"Records and Reports","identifier":"15","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:45:48","date_modified":"2026-06-26 03:45:48","permalink":{"id":147841,"object_type":"structure","relational_id":13756,"identifier":"15","token":"13.1\/10\/15","url":"\/13.1\/10\/15\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":74731,"structure_id":13756,"section_number":"13.1-932","catch_line":"Corporate records","url":"\/13.1-932\/","token":"13.1\/10\/15\/13.1-932","metadata":false},{"id":81847,"structure_id":13756,"section_number":"13.1-933","catch_line":"Inspection of records by members","url":"\/13.1-933\/","token":"13.1\/10\/15\/13.1-933","metadata":false},{"id":57882,"structure_id":13756,"section_number":"13.1-934","catch_line":"Scope of inspection right","url":"\/13.1-934\/","token":"13.1\/10\/15\/13.1-934","metadata":false},{"id":61672,"structure_id":13756,"section_number":"13.1-935","catch_line":"Court-ordered inspection","url":"\/13.1-935\/","token":"13.1\/10\/15\/13.1-935","metadata":false},{"id":74469,"structure_id":13756,"section_number":"13.1-935.1","catch_line":"Inspection of records by directors","url":"\/13.1-935.1\/","token":"13.1\/10\/15\/13.1-935.1","metadata":false},{"id":55339,"structure_id":13756,"section_number":"13.1-936","catch_line":"Annual report of domestic and foreign corporations","url":"\/13.1-936\/","token":"13.1\/10\/15\/13.1-936","metadata":false},{"id":54764,"structure_id":13756,"section_number":"13.1-936.1","catch_line":"Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely","url":"\/13.1-936.1\/","token":"13.1\/10\/15\/13.1-936.1","metadata":false},{"id":66426,"structure_id":13756,"section_number":"13.1-936.2","catch_line":"Collection of unpaid bills for registration fees","url":"\/13.1-936.2\/","token":"13.1\/10\/15\/13.1-936.2","metadata":false}],"next_section":{"id":81847,"structure_id":13756,"section_number":"13.1-933","catch_line":"Inspection of records by members","url":"\/13.1-933\/","token":"13.1\/10\/15\/13.1-933","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-932\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 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 2007, chapter 925<\/a>.<\/p>","references":[{"id":64245,"section_number":"13.1-810","catch_line":"Notices and other communications","order_by":null,"url":"\/13.1-810\/"},{"id":81847,"section_number":"13.1-933","catch_line":"Inspection of records by members","order_by":null,"url":"\/13.1-933\/"}],"refers_to":[{"id":73985,"section_number":"13.1-804","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-804\/"},{"id":55339,"section_number":"13.1-936","catch_line":"Annual report of domestic and foreign corporations","order_by":null,"url":"\/13.1-936\/"}],"permalink":{"id":147843,"object_type":"law","relational_id":74731,"identifier":"13.1-932","token":"13.1\/10\/15\/13.1-932","url":"\/13.1-932\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-932\/","token":"13.1\/10\/15\/13.1-932","dublin_core":{"Title":"Corporate records","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-932","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 members<\/span> and board of directors<\/span>, a record of all actions taken by the members<\/span> or board of directors<\/span> without a meeting, and a record of all actions taken by a committee of the board of directors<\/span> in place of the board of directors<\/span> on behalf of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A corporation<\/span> shall maintain appropriate accounting records. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A corporation<\/span> or its agent shall maintain a record of its members<\/span>, in a form that permits preparation of a list of the names and addresses of all members<\/span>, in alphabetical order<\/span> by class, if any. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A corporation<\/span> shall maintain its records in written<\/span> form or in another form capable of conversion into written<\/span> form within a reasonable time. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

1.<\/span> Its articles or restated articles of incorporation<\/span>, all amendments to them currently in effect, and any notices to members<\/span> referred to in subdivision L 5 of § 13.1-804<\/a> regarding facts<\/span> on which a filed document<\/span> is dependent; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Its bylaws or restated bylaws and all amendments to them currently in effect; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Resolutions adopted by its board of directors<\/span> creating one or more classes of members<\/span>, and fixing their relative rights, preferences, and limitations; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The minutes of all members<\/span>’ meetings, and records of all action taken by members<\/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 to members<\/span> generally within the past three years; <\/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> Its most recent annual report delivered to the Commission<\/span> under § 13.1-936<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCORPORATE RECORDS (\u00a7 13.1-932)\n\nA. A corporation shall keep as permanent records minutes of all meetings of its\nmembers and board of directors, a record of all actions taken by the members or\nboard of directors without a meeting, and a record of all actions taken by a\ncommittee of the board of directors in place of the board of directors on behalf\nof the corporation.\n\nB. A corporation shall maintain appropriate accounting records.\n\nC. A corporation or its agent shall maintain a record of its members, in a form\nthat permits preparation of a list of the names and addresses of all members, in\nalphabetical order by class, if any.\n\nD. A corporation shall maintain its records in written form or in another form\ncapable of conversion into written form within a reasonable time.\n\nE. A corporation shall keep a copy of the following records:\n\n 1. Its articles or restated articles of incorporation, all amendments to them\n currently in effect, and any notices to members referred to in subdivision L 5\n of § 13.1-804 regarding facts on which a filed document is dependent;\n\n 2. Its bylaws or restated bylaws and all amendments to them currently in\n effect;\n\n 3. Resolutions adopted by its board of directors creating one or more classes\n of members, and fixing their relative rights, preferences, and limitations;\n\n 4. The minutes of all members’ meetings, and records of all action taken\n by members without a meeting, for the past three years;\n\n 5. All written communications to members generally within the past three\n years;\n\n 6. A list of the names and business addresses of its current directors and\n officers; and\n\n 7. Its most recent annual report delivered to the Commission under §\n 13.1-936.\n\nHISTORY: Code 1950, \u00a7 13.1-228; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007,\nc. 925.","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}}