Virginia Code 13.1-1279: Inspection of records by beneficial owners.
A. Subject to subsection C of § 13.1-1280, a beneficial owner of a business trust is entitled to inspect and copy, during regular business hours at the business trust‘s principal office, any of the records of the business trust described in subsection E of § 13.1-1278 if he gives the business trust written notice of his demand at least five business days before the date on which he wishes to inspect and copy.
Terms Used In Virginia Code 13.1-1279
- Articles of trust: includes the original articles of trust, the original certificate of trust issued by the Commission, and all amendments to the articles of trust. See Virginia Code 13.1-1201
- Beneficial owner: means any owner of a beneficial interest in a business trust, the fact of ownership to be determined and evidenced, whether by means of registration, the issuance of certificates or otherwise, in conformity to the applicable provisions of the governing instrument of the business trust. See Virginia Code 13.1-1201
- Business trust: includes , without limitation, any of the following entities that conform with subdivisions 1 and 2 of this definition:
(1) A trust of the type known at common law as a "business trust" or "Massachusetts trust";
(2) A trust qualifying as a real estate mortgage investment conduit under § 860 D of the United States Internal Revenue Code of 1986, as amended, or under any successor provision;
(3) A trust qualifying as a real estate investment trust under §§ 856 through 859 of the United States Internal Revenue Code of 1986, as amended, or under any successor provision; or
(4) A "real estate investment trust" or "trust" created under former Chapter 9 of Title 6 or former Chapter 9 of Title 6. See Virginia Code 13.1-1201
- Governing instrument: means a trust instrument that creates a business trust and provides for the governance of the affairs of the business trust and the conduct of its business, including, without limitation, a declaration of trust. See Virginia Code 13.1-1201
- Litigation: A case, controversy, or lawsuit. Participants (plaintiffs and defendants) in lawsuits are called litigants.
- Trust: includes a common law trust, business trust, and foreign business trust. See Virginia Code 13.1-1201
B. A beneficial owner of a business trust is entitled to inspect and copy, during regular business hours at a reasonable location specified by the business trust, any of the following records of the business trust if the beneficial owner meets the requirements of subsection C of this section and gives the business trust 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 trustees, records of any action of a committee of the trustees while acting in or on behalf of the business trust, minutes of any meeting of the beneficial owners, and records of action taken by the beneficial owners or trustees without a meeting, to the extent not subject to inspection under subsection A of this section;
2. Accounting records of the business trust; and
3. The record of beneficial owners.
C. A beneficial owner may inspect and copy the records identified in subsection B of this section only if:
1. He has been a beneficial owner of record for at least six months immediately preceding his demand or is the holder of record of at least five percent of all of the outstanding beneficial interests;
2. His demand is made in good faith and for a proper purpose;
3. He describes with reasonable particularity his purpose and the records 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 business trust’s articles of trust or governing instrument.
E. This section shall not affect:
1. The right of a beneficial owner to inspect records, if the beneficial owner is in litigation with the business trust, to the same extent as any other litigant; or
2. The power of a court, independently of this chapter, to compel the production of trust records for examination.
2002, c. 621.