A. Subject to subsection D of § 13.1-772, a shareholder is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection E of § 13.1-770 if the shareholder delivers a signed written notice to the corporation's secretary of the shareholder's demand at least 10 business days before the date on which the shareholder wishes to inspect and copy.
B. For any meeting of shareholders for which the record date for determining shareholders entitled to vote at the meeting is different than the record date for notice of the meeting, any person who becomes a shareholder subsequent to the record date for notice of the meeting and is entitled to vote at the meeting is entitled to obtain from the corporation upon request the notice and any other information provided by the corporation to shareholders in connection with the meeting, unless the corporation has made such information generally available to shareholders by posting it on its website or by other generally recognized means. Failure of a corporation to provide such information does not affect the validity of action taken at the meeting.
C. A shareholder 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 shareholder meets the requirements of subsection D and delivers a signed written notice to the corporation's secretary of the shareholder's demand at least 10 business days before the date on which the shareholder wishes to inspect and copy:
1. Excerpts from minutes of any meeting of, or records of any actions taken without a meeting by, the board of directors or a committee of the board of directors while acting in place of the board of directors on behalf of the corporation;
2. Accounting ledgers and related work papers used in the preparation of the corporation's most recent annual financial statements; and
3. The record of shareholders of record maintained in accordance with subsection C of § 13.1-770.
D. A shareholder may inspect and copy the records described in subsection C only if:
1. The shareholder (i) has been a shareholder for at least six months immediately preceding delivery of the shareholder's demand or (ii) is the holder of record or beneficial owner of at least five percent of the outstanding shares entitled to vote generally in the election of directors;
2. The shareholder's demand is made in good faith and for a proper purpose;
3. The shareholder's demand describes with reasonable particularity the shareholder's purpose and the records the shareholder desires to inspect and copy; and
4. The records are directly connected with the shareholder's purpose.
E. The corporation may enforce reasonable restrictions on the confidentiality, use, or distribution of records described in subsection C.
F. The right of inspection granted by this section may not be abolished or limited by a corporation's articles of incorporation or bylaws.
G. This section does not affect:
1. The right of a shareholder to inspect records under § 13.1-661 or, if the shareholder is in litigation with the corporation, to the same extent as any other litigant; or
2. For any corporation that is not a public corporation, the power of a court, independently of this chapter, to compel the production of such records as the court shall order after finding that the shareholder has established that the shareholder has satisfied the requirements of subsection D and that (i) the records that the shareholder seeks are material to the protection of the shareholder's rights as a shareholder and (ii) the disclosure of the records will not adversely affect the corporation's interest.
H. For purposes of this section, other than subdivision C 3, "shareholder" includes a beneficial owner whose shares are held in a voting trust or by a nominee on the shareholder's behalf.
Code 1950, § 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2008, c. 91; 2010, c. 782; 2019, c. 734.
Notes of Decisions
Cited in
12
cases (
2 in the last 5 years), 1988–2024 · leading case:
Firestone v. Wiley, 485 F. Supp. 2d 694 (E.D. Va. 2007).
Firestone v. Wiley, 485 F. Supp. 2d 694 (E.D. Va. 2007).
· cites it 6× “In particular, plaintiff alleges that MTC improperly denied her access to its corporate books and records, in contravention of Va.Code § 13.1-771, which provides that a director or shareholder may demand inspection of corporate books and records.”
Simmons v. Miller, 544 S.E.2d 666 (Va. 2001).
· cites it 2× “” On September 29, 1997, Simmons sent Miller a letter in which, pursuant to Code § 13.1-771, he demanded inspection of the account *567 ing records of Las Palmas.”
Cattano v. Bragg, 727 S.E.2d 625 (Va. 2012).
· cites it 8× “Cattano also argued that Bragg had failed to state with particularity the reasons for her request to review corporate records in her letter pursuant to Code § 13.1-771, and thus could not recover fees under Code § 13.”
Barber v. VistaRMS, Inc., 634 S.E.2d 706 (Va. 2006).
· cites it 2× “1-724 and Code § 13.1-771 (referencing rights of a "shareholder").”
Retail Prop. Investors, Inc. v. Skeens, 471 S.E.2d 181 (Va. 1996).
· cites it 11× “Skeens filed a petition for a writ of mandamus, pursuant to Code § 13.1-771, to compel Retail Property Investors, Inc.”
Foti v. W. Sizzlin Corp., 64 Va. Cir. 64 (Roanoke County Cir. Ct. 2004).
· cites it 8× “Western Sizzlin filed a demurrer, contending that the Delaware Court of Chancery is vested with exclusive jurisdiction over all challenges brought under 8 Delaware Code §220.”
Byelick v. Vivadelli, 79 F. Supp. 2d 610 (E.D. Va. 1999).
· cites it 2× “Byelick’s formal notice and demand to inspect the books and records of the corporation pursuant to Section 13.1-771, Code of Virginia (1950) and other relevant provisions of Virginia law .”
Colgate v. Disthene Grp., Inc., 85 Va. Cir. 286 (Buckingham Cir. Ct. 2012).
· cites it 3× “Disthene maintains that requesting records for the purpose of instituting a lawsuit is not a proper purpose under Va. Code § 13.1-771(C)(2). Retail Prop. Investors v.”
William L. Respess v. VMI Alumni Ass'n (Va. Ct. App. 2024).
· cites it 16× “Code § 13.1-771 carried 6 As of November 2023, 35 States and the territory of Guam had enacted some version of the Model Act.”
Keil v. Seth Corp. (E.D. Va. 2021).
· cites it 8× “” Va. Code Ann. § 13.1-771 (A). Subsection E of § 13.”
Evitt v. Lake Holiday Country Club, Inc., 16 Va. Cir. 94 (Frederick Cir. Ct. 1989).
· cites it 2× “Sections 13.1-771 and 13.1-933 are very nearly identical on the provisions for inspection of corporate records by stockholders and members respectively.”
Evitt v. Lake Holiday Country Club, Inc., 13 Va. Cir. 360 (1988).
“1-933(B) as to the parent organization of which the plaintiffs are members and similar records covered by § 13.1-771(B) respecting the subsidiary stock corporation.”
— Va. Code Ann. § 13.1-771(B) — 2 cases
Evitt v. Lake Holiday Country Club, Inc., 13 Va. Cir. 360 (1988).
“1-933(B) as to the parent organization of which the plaintiffs are members and similar records covered by § 13.1-771(B) respecting the subsidiary stock corporation.”
Evitt v. Lake Holiday Country Club, Inc., 16 Va. Cir. 94 (Frederick Cir. Ct. 1989).
“Sections 13.1-771 and 13.1-933 are very nearly identical on the provisions for inspection of corporate records by stockholders and members respectively.”
— Va. Code Ann. § 13.1-771(C) — 1 case
— Va. Code Ann. § 13.1-771(C)(1) — 1 case
— Va. Code Ann. § 13.1-771(C)(2) — 2 cases
Colgate v. Disthene Grp., Inc., 85 Va. Cir. 286 (Buckingham Cir. Ct. 2012).
“Disthene maintains that requesting records for the purpose of instituting a lawsuit is not a proper purpose under Va. Code § 13.1-771(C)(2). Retail Prop. Investors v.”
— Va. Code Ann. § 13.1-771(C)(3) — 1 case
— Va. Code Ann. § 13.1-771(D) — 1 case
Cattano v. Bragg, 727 S.E.2d 625 (Va. 2012).
“Cattano also argued that Bragg had failed to state with particularity the reasons for her request to review corporate records in her letter pursuant to Code § 13.1-771, and thus could not recover fees under Code § 13.”
— Va. Code Ann. § 13.1-771(E)(2) — 1 case
— Va. Code Ann. § 13.1-771(G)(2) — 1 case
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