13.1-770 - Corporate records. - Virginia Statutes

§ 13.1-770. Corporate records.

A. A corporation shall keep as permanent records minutes of all meetings ofits shareholders and board of directors, a record of all actions taken by theshareholders or board of directors without a meeting, and a record of allactions taken by a committee of the board of directors in place of the boardof directors on behalf of the corporation.

B. A corporation shall maintain appropriate accounting records.

C. A corporation or its agent shall maintain a record of its shareholders, ina form that permits preparation of a list of the names and addresses of allshareholders, in alphabetical order by class and series, if any, of sharesshowing the number and class and series, if any, of shares held by each.However, the foregoing shall not require the corporation or its agent tomaintain, as part of such record of shareholders, beneficial owners whoseshares are held by a nominee on the shareholder's behalf except to the extentthat the corporation has established and maintains a procedure forregistration of such rights under § 13.1-664.

D. A corporation shall maintain its records in the form of a document,including an electronic record, or in another form capable of conversion intopaper form within a reasonable time.

E. A corporation shall keep a copy of the following records:

1. Its articles or restated articles of incorporation, all amendments to themcurrently in effect, and any notices to shareholders referred to insubdivision L 5 of § 13.1-604 regarding facts on which a filed document isdependent;

2. Its bylaws or restated bylaws and all amendments to them currently ineffect;

3. Resolutions adopted by its board of directors creating one or more classesor series of shares, and fixing their relative rights, preferences, andlimitations, if shares issued pursuant to those resolutions are outstanding;

4. The minutes of all shareholders' meetings, and records of all action takenby shareholders without a meeting, for the past three years;

5. All written communications to shareholders generally within the past threeyears, including the financial statements furnished for the past three yearsunder § 13.1-774;

6. A list of the names and business addresses of its current directors andofficers; and

7. Its most recent annual report delivered to the Commission under § 13.1-775.

(Code 1950, § 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c.765; 2008, c. 91; 2010, c. 782.)