Virginia Law

A. Subject to subsection C of § 13.1-934, a member of a corporation 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 § 13.1-932 if he gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy.

B. A member of a corporation 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 member meets the requirements of subsection C and gives the corporation written notice of his demand at least five business days before the date on which he wishes to inspect and copy:

1. Excerpts from minutes of any meeting of the board of directors, records of any action of a committee of the board of directors while acting in place of the board of directors on behalf of the corporation, minutes of any meeting of the members, and records of action taken by the members or board of directors without a meeting, to the extent not subject to inspection under subsection A;

2. Accounting records of the corporation; and

3. The record of members.

C. A member may inspect and copy the records identified in subsection B only if:

1. He has been a member of record for at least six months immediately preceding his demand;

2. His demand is made in good faith and for a proper purpose;

3. He describes with reasonable particularity his purpose and the records that he desires to inspect; and

4. The records are directly connected with his purpose.

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

E. This section does not affect:

1. The right of a member to inspect records if the member is in litigation with the corporation, to the same extent as any other litigant; or

2. The power of a court, independently of this Act, to compel the production of corporate records for examination.

1985, c. 522; 2007, c. 925.

A. Subject to subsection D of § 13.1-934, a member of a corporation 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 § 13.1-932 if the member delivers a signed written notice to the corporation's secretary of his demand at least 10 business days before the date on which he wishes to inspect and copy.

B. A member of a corporation 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 member meets the requirements of subsection C and delivers a signed written notice to the corporation's secretary of the member's demand at least 10 business days before the date on which he wishes to inspect and copy:

1. Excerpts from minutes of any meeting of, or records of any actions taken without 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 members maintained in accordance with subsection C of § 13.1-932.

C. A member may inspect and copy the records described in subsection B only if:

1. The member has been a member of record for at least six months immediately preceding such member's demand;

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

3. The member's demand describes with reasonable particularity such member's purpose and the records that such member desires to inspect and copy; and

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

D. The corporation may enforce reasonable restrictions on the confidentiality, use, or distribution of records described in subsection B.

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

F. This section does not affect:

1. The right of a member to inspect records under § 13.1-845 or, if the member is in litigation with the corporation, to the same extent as any other litigant; or

2. 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 member has established that the member has satisfied the requirements of subsection C and that (i) the records that the member seeks are material to the protection of the member's rights as a member and (ii) the disclosure of the records will not adversely affect the corporation's interest.

G. Without consent of the board of directors, a membership list or any part thereof shall not be obtained or used by any person for any purpose unrelated to a member's interest as a member. Without limiting the generality of the foregoing, without the consent of the board a membership list or any part thereof shall not be:

1. Used to solicit money or property unless the money or property will be used solely to solicit the votes of the members in an election to be held by the corporation;

2. Used for any commercial purpose; or

3. Sold to or purchased by any person.

1985, c. 522; 2007, c. 925; 2026, cc. 393, 394.