{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-935.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-935.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-935.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-935.1.html"}],"law_id":74469,"edition_id":1,"section_id":74469,"structure_id":13756,"section_number":"13.1-935.1","catch_line":"Inspection of records by directors","history":"2007, c. 925.","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 his duties as a director, including duties as a member of a committee, 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 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 his reasonable costs, including reasonable counsel fees, 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 records demanded.","order_by":null,"text":{"0":{"id":267643,"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 his duties as a director, including duties as a member of a committee, 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":267644,"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 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":267645,"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 his reasonable costs, including reasonable counsel fees, 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 records demanded.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-935.1\/","history_text":"

This law was first created in 2007. The record of its establishment is cataloged in chapter 925<\/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.<\/p>","references":false,"refers_to":false,"permalink":{"id":147859,"object_type":"law","relational_id":74469,"identifier":"13.1-935.1","token":"13.1\/10\/15\/13.1-935.1","url":"\/13.1-935.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-935.1\/","token":"13.1\/10\/15\/13.1-935.1","dublin_core":{"Title":"Inspection of records by directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-935.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A director<\/span> 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 his duties as a director<\/span>, including duties as a member<\/span> of a committee, 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> upon application of a director<\/span> who has been refused such inspection rights, unless the corporation<\/span> establishes that the director<\/span> 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<\/span> 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<\/span> for his reasonable costs, including reasonable counsel<\/span> fees, incurred in connection with the application if the director<\/span> proves that the corporation<\/span> refused inspection without a reasonable basis for doubt about the director<\/span>’s right to inspect the records demanded. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINSPECTION OF RECORDS BY DIRECTORS (\u00a7 13.1-935.1)\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 his duties as a director, including\nduties as a member of a committee, but not for any other purpose or in any\nmanner that would violate any duty to the 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\nupon application of a director who has been refused such inspection rights,\nunless the corporation establishes that the director is not entitled to such\ninspection rights. The court shall dispose of an application under this\nsubsection 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 using\ninformation obtained upon exercise of the inspection rights in a manner that\nwould violate a duty to the corporation and may also order the corporation to\nreimburse the director for his reasonable costs, including reasonable counsel\nfees, incurred in connection with the application if the director proves that\nthe corporation refused inspection without a reasonable basis for doubt about\nthe director’s right to inspect the records demanded.\n\nHISTORY: 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}}