Minute book requirements in Virginia (VSCA)

What Va. Code § 13.1-770 requires

Section 13.1-770 of the Virginia Stock Corporation Act requires every Virginia corporation to maintain articles, bylaws, minutes of meetings and resolutions, the share register, and accounting records. Records are kept at the principal office. Virginia adopted the MBCA, so the framework tracks MBCA Chapter 16 closely.

Inspection rights under § 13.1-771

The standard MBCA two-tier inspection structure applies. Articles, bylaws, and minutes of shareholder meetings are inspectable without restriction. The share register, board minutes, and accounting records require a proper-purpose showing with 5 business days' written notice.

The State Corporation Commission

Virginia is one of few US states where corporate filings are administered by a constitutional Commission rather than the Secretary of State. The Virginia SCC has its own constitutional authority under Article IX, separate from the Secretary of the Commonwealth. For corporate-records purposes, this affects where amendments and changes are filed (with the SCC) and creates a slightly different institutional flavour for Virginia corporate work compared to standard Secretary-of-State states.

What's distinctive about Virginia

Two features make Virginia distinctive. First, the SCC's constitutional role: corporate matters in Virginia involve a constitutional commission with broader authority than a typical SoS. Second, the share-based Annual Registration Fee (under Va. Code § 13.1-775) creates an ongoing cost that scales with authorized shares, which affects long-term cost decisions at the time of incorporation. The substantive corporate-records framework is otherwise standard MBCA.