{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-933.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-933.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-933.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-933.html"}],"law_id":81847,"edition_id":1,"section_id":81847,"structure_id":13756,"section_number":"13.1-933","catch_line":"Inspection of records by members","history":"1985, c. 522; 2007, c. 925.","full_text":"A\n\nSubject to subsection C of &#xA7; 13.1-934, a member of a corporation 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; 13.1-932 if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.B\n\nA member of a corporation 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 member meets the requirements of subsection C and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy:1\n\nExcerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection A;2\n\nAccounting records of the corporation; and3\n\nThe record of members.C\n\nA member may inspect and copy the records identified in subsection B only if:1\n\nHe has been a member of record for at least six months immediately preceding his demand;2\n\nHis demand is made in good faith and for a proper purpose;3\n\nHe describes with reasonable particularity his purpose and the records that he desires to inspect; and4\n\nThe records are directly connected with his purpose.D\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.E\n\nThis section does not affect:1\n\nThe right of a member to inspect records if the member is in litigation with the corporation, to the same extent as any other litigant; or2\n\nThe power of a court, independently of this Act, to compel the production of corporate records for examination.","order_by":null,"text":{"0":{"id":293213,"text":"Subject to subsection C of &#xA7; 13.1-934, a member of a corporation 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; 13.1-932 if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":293214,"text":"A member of a corporation 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 member meets the requirements of subsection C and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":293215,"text":"Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection A;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":293216,"text":"Accounting records of the corporation; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":293217,"text":"The record of members.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":293218,"text":"A member may inspect and copy the records identified in subsection B only if:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"C1"},"6":{"id":293219,"text":"He has been a member of record for at least six months immediately preceding his demand;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"7":{"id":293220,"text":"His demand is made in good faith and for a proper purpose;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"8":{"id":293221,"text":"He describes with reasonable particularity his purpose and the records that he desires to inspect; and","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"9":{"id":293222,"text":"The records are directly connected with his purpose.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"10":{"id":293223,"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":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"E"},"11":{"id":293224,"text":"This section does not affect:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"12":{"id":293225,"text":"The right of a member to inspect records if the member is in litigation with the corporation, to the same extent as any other litigant; or","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"13":{"id":293226,"text":"The power of a court, independently of this Act, to compel the production of corporate records for examination.","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-933\/","history_text":"<p>This law was first created in 1985. The record of its establishment is cataloged in chapter 522 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. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. 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 2007, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0925\">925<\/a>.<\/p>","references":[{"id":80170,"section_number":"13.1-845","catch_line":"Members' list for meeting","order_by":null,"url":"\/13.1-845\/"},{"id":57882,"section_number":"13.1-934","catch_line":"Scope of inspection right","order_by":null,"url":"\/13.1-934\/"},{"id":61672,"section_number":"13.1-935","catch_line":"Court-ordered inspection","order_by":null,"url":"\/13.1-935\/"}],"refers_to":[{"id":74731,"section_number":"13.1-932","catch_line":"Corporate records","order_by":null,"url":"\/13.1-932\/"},{"id":57882,"section_number":"13.1-934","catch_line":"Scope of inspection right","order_by":null,"url":"\/13.1-934\/"}],"permalink":{"id":147847,"object_type":"law","relational_id":81847,"identifier":"13.1-933","token":"13.1\/10\/15\/13.1-933","url":"\/13.1-933\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-933\/","token":"13.1\/10\/15\/13.1-933","dublin_core":{"Title":"Inspection of records by members","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-933","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 C of &#xA7; <a class=\"law\" title=\"Scope of inspection right\" href=\"\/13.1-934\/\">13.1-934<\/a>, a <span class=\"dictionary\">member<\/span> of a <span class=\"dictionary\">corporation<\/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=\"\/13.1-932\/\">13.1-932<\/a> if he gives the <span class=\"dictionary\">corporation<\/span> <span class=\"dictionary\">written<\/span> notice of his demand at least five business days before the date on which he wishes to inspect and copy. <a id=\"paragraph-293213\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#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> A <span class=\"dictionary\">member<\/span> of a <span class=\"dictionary\">corporation<\/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\">member<\/span> meets the requirements of subsection C and gives the <span class=\"dictionary\">corporation<\/span> <span class=\"dictionary\">written<\/span> notice of his demand at least five business days before the date on which he wishes to inspect and copy: <a id=\"paragraph-293214\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> Excerpts from minutes of any meeting of the <span class=\"dictionary\">board of directors<\/span>, records of any action of a committee of the <span class=\"dictionary\">board of directors<\/span> while acting in place of the <span class=\"dictionary\">board of directors<\/span> on behalf of the <span class=\"dictionary\">corporation<\/span>, minutes of any meeting of the <span class=\"dictionary\">members<\/span>, and records of action taken by the <span class=\"dictionary\">members<\/span> or <span class=\"dictionary\">board of directors<\/span> without a meeting, to the extent not subject to inspection under subsection A; <a id=\"paragraph-293215\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#B1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> Accounting records of the <span class=\"dictionary\">corporation<\/span>; and <a id=\"paragraph-293216\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#B2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> The record of <span class=\"dictionary\">members<\/span>. <a id=\"paragraph-293217\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#B3\"><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\">member<\/span> may inspect and copy the records identified in subsection B only if: <a id=\"paragraph-293218\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#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> He has been a <span class=\"dictionary\">member<\/span> of record for at least six months immediately preceding his demand; <a id=\"paragraph-293219\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#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> His demand is made in good faith and for a proper purpose; <a id=\"paragraph-293220\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#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> He describes with reasonable particularity his purpose and the records that he desires to inspect; and <a id=\"paragraph-293221\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#C3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C4\" class=\"indent-1\"><p><span class=\"prefix-number\">4.<\/span> The records are directly connected with his purpose. <a id=\"paragraph-293222\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#C4\"><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> 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-293223\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#D\"><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> This section does not affect: <a id=\"paragraph-293224\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#E\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> The right of a <span class=\"dictionary\">member<\/span> to inspect records if the <span class=\"dictionary\">member<\/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-293225\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#E1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> The power of a <span class=\"dictionary\">court<\/span>, independently of this Act, to compel the production of corporate records for examination. <a id=\"paragraph-293226\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-933\/#E2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nINSPECTION OF RECORDS BY MEMBERS (\u00a7 13.1-933)\n\nA. Subject to subsection C of &#xA7; 13.1-934, a member of a corporation is\nentitled to inspect and copy, during regular business hours at the\ncorporation&#8217;s principal office, any of the records of the corporation\ndescribed in subsection E of &#xA7; 13.1-932 if he gives the corporation written\nnotice of his demand at least five business days before the date on which he\nwishes to inspect and copy.\n\nB. A member of a corporation is entitled to inspect and copy, during regular\nbusiness hours at a reasonable location specified by the corporation, any of the\nfollowing records of the corporation if the member meets the requirements of\nsubsection C and gives the corporation written notice of his demand at least\nfive business days before the date on which he wishes to inspect and copy:\n\n   1. Excerpts from minutes of any meeting of the board of directors, records of\n   any action of a committee of the board of directors while acting in place of\n   the board of directors on behalf of the corporation, minutes of any meeting of\n   the members, and records of action taken by the members or board of directors\n   without a meeting, to the extent not subject to inspection under subsection A;\n\n   2. Accounting records of the corporation; and\n\n   3. The record of members.\n\nC. A member may inspect and copy the records identified in subsection B only if:\n\n   1. He has been a member of record for at least six months immediately\n   preceding his demand;\n\n   2. His demand is made in good faith and for a proper purpose;\n\n   3. He describes with reasonable particularity his purpose and the records that\n   he desires to inspect; and\n\n   4. The records are directly connected with his purpose.\n\nD. 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\nE. This section does not affect:\n\n   1. The right of a member to inspect records if the member is in litigation\n   with the corporation, to the same extent as any other litigant; or\n\n   2. The power of a court, independently of this Act, to compel the production\n   of corporate records for examination.\n\nHISTORY: 1985, c. 522; 2007, c. 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}}