2006 Code of Virginia § 13.1-771 - Inspection of records by shareholders

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 written notice of the shareholder's demand at least five businessdays before the date on which the shareholder wishes to inspect and copy.

B. 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 C 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, records ofany action of a committee of the board of directors while acting in place ofthe board of directors on behalf of the corporation, minutes of any meetingof the shareholders, and records of action taken by the shareholders or boardof directors without a meeting, to the extent not subject to inspection undersubsection A;

2. Accounting records of the corporation; and

3. The record of shareholders.

C. A shareholder may inspect and copy the records identified in subsection Bonly if:

1. The shareholder has been a shareholder of record for at least six monthsimmediately preceding the shareholder's demand or is the holder of record ofat 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.

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

E. 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.

F. For purposes of this section, "shareholder" includes a beneficial ownerwhose shares are held in a voting trust or by a nominee on the shareholder'sbehalf.

(Code 1950, 13.1-47; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c.765.)