Virginia Code

Va. Code Ann. § 13.1-773 (2026)

Court-ordered inspection

✓ current as of May 2026

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A. If a corporation does not allow a shareholder who complies with subsection A of § 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'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'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 § 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'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'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.

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

Notes of Decisions

Cited in 4 cases, 1994–2012 · leading case: Cattano v. Bragg, 727 S.E.2d 625 (Va. 2012).

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Cattano v. Bragg, 727 S.E.2d 625 (Va. 2012). · cites it 18× “Her amended complaint included the following claims: a writ of mandamus for the copying and inspection of corporate records pursuant to Code §§ 13.1-773 and -773.1 (Count I, filed individually); breach of fiduciary duty (Count II, filed derivatively); conversion (Count III,…”

Firestone v. Wiley, 485 F. Supp. 2d 694 (E.D. Va. 2007). · cites it 6× “" Va.Code § 13.1-773. Thus, the VSCA provided a remedy for plaintiff if she demanded inspection while still a shareholder.”

Foti v. W. Sizzlin Corp., 64 Va. Cir. 64 (Roanoke County Cir. Ct. 2004). · cites it 3× “Even though Virginia Code § 13.1-773 provides that the circuit court located where the corporation has its principal office may summarily order inspection and copying of records by the shareholder, this section does not confer subject matter jurisdiction over the compliance of a…”

WLR Foods, Inc. v. Tyson Foods, Inc., 869 F. Supp. 419 (W.D. Va. 1994). · cites it 2× “See Va.Code Ann. § 13.1-773 (Michie 1993). 19.”

— Va. Code Ann. § 13.1-773(C) — 1 case

Cattano v. Bragg, 727 S.E.2d 625 (Va. 2012). “Her amended complaint included the following claims: a writ of mandamus for the copying and inspection of corporate records pursuant to Code §§ 13.1-773 and -773.1 (Count I, filed individually); breach of fiduciary duty (Count II, filed derivatively); conversion (Count III,…”

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