13.1-771 - Inspection of records by shareholders. - Virginia Statutes

§ 13.1-771. Inspection of records by shareholders.

A. Subject to subsection C of § 13.1-772, a shareholder of a corporation isentitled to inspect and copy, during regular business hours at thecorporation's principal office, any of the records of the corporationdescribed in subsection E of § 13.1-770 if the shareholder gives thecorporation a signed written notice of the shareholder's demand at least fivebusiness days before the date on which the shareholder wishes to inspect andcopy.

B. For any meeting of shareholders for which the record date for determiningshareholders entitled to vote at the meeting is different than the recorddate for notice of the meeting, any person who becomes a shareholdersubsequent to the record date for notice of the meeting and is entitled tovote at the meeting is entitled to obtain from the corporation upon requestthe notice and any other information provided by the corporation toshareholders in connection with the meeting, unless the corporation has madesuch information generally available to shareholders by posting it on itswebsite or by other generally recognized means. Failure of a corporation toprovide such information does not affect the validity of action taken at themeeting.

C. A shareholder of a corporation is entitled to inspect and copy, duringregular business hours at a reasonable location specified by the corporation,any of the following records of the corporation if the shareholder meets therequirements of subsection D and gives the corporation written notice of theshareholder's demand at least five business days before the date on which theshareholder wishes to inspect and copy:

1. Excerpts from minutes of any meeting of the board of directors or acommittee of the board of directors while acting in place of the board ofdirectors on behalf of the corporation, minutes of any meeting of theshareholders, and records of action taken by the shareholders, board ofdirectors, or a committee of the board without a meeting, to the extent notsubject to inspection under subsection A;

2. Accounting records of the corporation; and

3. The record of shareholders of record.

D. A shareholder may inspect and copy the records identified in subsection Conly if:

1. The shareholder has been a shareholder for at least six months immediatelypreceding the shareholder's demand or is the holder of record or beneficialowner of at least five percent of all of the outstanding shares;

2. The shareholder's demand is made in good faith and for a proper purpose;

3. The shareholder describes with reasonable particularity the shareholder'spurpose and the records the shareholder desires to inspect; and

4. The records are directly connected with the shareholder's purpose.

E. The right of inspection granted by this section may not be abolished orlimited by a corporation's articles of incorporation or bylaws.

F. This section does not affect:

1. The right of a shareholder to inspect records under § 13.1-661 or, if theshareholder is in litigation with the corporation, to the same extent as anyother litigant;

2. The power of a court, independently of this chapter, to compel theproduction of corporate records for examination.

G. 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 anominee 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.)