                                 CODE OF VIRGINIA

COURT-ORDERED INSPECTION (§ 13.1-773)

A. If a corporation does not allow a shareholder who complies with subsection A
of &#xA7; 13.1-771 to inspect and copy any records required by that subsection
to be available for inspection, the circuit court in the city or county where
the corporation&#8217;s principal office is located, or, if none in the
Commonwealth, where its registered office is located, may summarily order
inspection and copying of the records demanded at the corporation&#8217;s
expense upon application of the shareholder.

B. If a corporation does not within a reasonable time allow a shareholder who
complies with subsections C and D of &#xA7; 13.1-771 to inspect and copy the
records required by subsection C, the shareholder may apply to the circuit court
in the city or county where the corporation&#8217;s principal office is located,
or, if none in the Commonwealth, where its registered office is located, for an
order to permit inspection and copying of the records demanded. The court shall
dispose of an application under this subsection on an expedited basis.

C. If the court orders inspection and copying of the records demanded, it may
impose reasonable restrictions on their confidentiality, use, or distribution by
the demanding shareholder. If the court orders inspection and copying of the
records demanded, it may also order the corporation to pay the
shareholder&#8217;s expenses incurred to obtain the order if the shareholder
proves that the corporation (i) refused inspection without a reasonable basis
for doubt about the right of the shareholder to inspect the records demanded or
(ii) imposed unreasonable restrictions on the confidentiality, use, or
distribution of the records demanded.

HISTORY: 1985, c. 522; 2010, c. 782; 2019, c. 734.