How does Virginia's corporation code compare to other US states?

Virginia follows the Model Business Corporation Act (MBCA) framework, like most US states adopted since the 1980s. The VSCA is modern, well-tested, and aligned with Delaware on most key concepts (notwithstanding Delaware's distinctive corporate-law jurisprudence). For startup and growth-stage corporations, Virginia practice is straightforward.

Are Virginia stock ledger filings made with the State Corporation Commission?

No. The stock ledger is internal — the SCC handles only the public-record filings (annual report, articles, amendments). The stock ledger remains at the corporation's principal office.

Are electronic filings accepted for this jurisdiction?

Yes. The Virginia State Corporation Commission typically offers an online portal for filings and lookups. Electronic filings are usually processed faster than paper. Verify current options on the registry's website.

United States · Virginia

Stock ledger requirements in Virginia (VSCA)

What a Virginia corporation must know about stock ledger requirements under Virginia Stock Corporation Act, Va. Code § 13.1-601 et seq.: statute citations, mechanics, and inspection rights.

Governing statute

Virginia Stock Corporation Act, Va. Code § 13.1-601 et seq.

Va. Code § 13.1-770	Stock ledger and records
Va. Code § 13.1-771	Inspection rights
Va. Code § 13.1-647	Stock ledger entries
Va. Code § 13.1-772	Court-ordered inspection

At a glance

Records each shareholder's name, address, number and class of shares, and date acquired
Maintained at the principal office; electronic form permitted
Inspection rights granted to shareholders under state-specific 'proper purpose' standards (Delaware vs MBCA states differ)
Transfers, issuances, and cancellations recorded chronologically
Legal source of truth on ownership; the cap table is the operational analytical view

What the VSCA requires

Va. Code § 13.1-770 requires every Virginia corporation to maintain a stock ledger and related records.

Shareholder name and address
Number and class of shares held
Date each shareholder became a holder
Certificate numbers and dates
Complete transfer history (cedent, transferee, dates, certificates cancelled and issued)

Difference from the cap table

The stock ledger is the statutory document — the legal source of truth on ownership. The cap table is the operational analytical view that models current and fully-diluted ownership. When they diverge, it is almost always the cap table that has drifted.

Inspection rights

Shareholders have a statutory right to inspect the stock ledger. State-specific standards vary: Delaware's DGCL § 220 is broadly permissive; MBCA-state versions require a 'proper purpose'; Nevada limits inspection to shareholders holding 15% or more. Most states require free extracts and reasonable copy fees.

In Octelligence

A stock ledger that never drifts from the cap table.

In Octelligence, every issuance, transfer, and cancellation updates both the statutory stock ledger and the cap table simultaneously. You cannot have one without the other, which eliminates drift between them.

See Digital Corporate Records

Statutory registers

A stock ledger that always matches the cap table.

Issuances, transfers, cancellations recorded in real time. Cap table synchronized.

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