Code of Virginia
Chapter 9 - Virginia Stock Corporation Act
§ 13.1-728.1. Definitions

As used in this article:
"Acquiring person," with respect to any public corporation, means any person who has made or proposes to make a control share acquisition of shares of such public corporation.
"Beneficial ownership" means the sole or shared power to dispose or direct the disposition of shares, or the sole or shared power to vote or direct the voting of shares, or the sole or shared power to acquire shares, including any such power that is not immediately exercisable, whether such power is direct or indirect or through any contract, arrangement, understanding, relationship or otherwise. A person shall not be deemed to be a beneficial owner of shares tendered pursuant to a tender or exchange offer made by such person until the tendered shares are accepted for purchase or exchange. A person shall not be deemed to be a beneficial owner of shares as to which such person may exercise voting power solely by virtue of a revocable proxy conferring the right to vote. A member of a national securities exchange shall not be deemed to be a beneficial owner of shares held directly or indirectly by it on behalf of another person solely because such member is the record holder of such securities and, pursuant to the rules of such exchange, may direct the vote of such shares, without instructions, on other than contested matters or matters that may affect substantially the rights or privileges of the holders of the shares to be voted but is otherwise precluded by the rules of such exchange from voting without instructions.
"Control share acquisition" means the direct or indirect acquisition, other than in an excepted acquisition, by any person of beneficial ownership of shares of a public corporation that, except for this article, would have voting rights and would, when added to all other shares of such public corporation which then have voting rights and are beneficially owned by such person, would cause such person to become entitled, immediately upon acquisition of such shares, to vote or direct the vote of, shares having voting power within any of the following ranges of the votes entitled to be cast in an election of directors: (i) one-fifth or more but less than one-third of such votes; (ii) one-third or more but less than a majority of such votes; or (iii) a majority or more of such votes. If voting rights are granted pursuant to this article in respect of any such range to shares so acquired by any person, any acquisition by such person of additional shares shall not, for purposes of the preceding sentence, constitute a control share acquisition unless, as a result of such acquisition, the voting power of the shares beneficially owned by such person would be in excess of such range in respect of which voting rights had previously been granted. If this article applies to acquisitions of shares of a public corporation at the time of a control share acquisition of any shares of such corporation, then shares acquired by the same person within 90 days before or after such control share acquisition and shares acquired by the same person pursuant to a plan to make a control share acquisition are deemed to have been acquired in the same control share acquisition for the purposes of this article, regardless of the applicability of this article at the time of any other acquisitions of shares during such periods or pursuant to such a plan.
"Excepted acquisition" means the acquisition of shares of a public corporation in any of the following circumstances:
1. Before January 26, 1988;
2. Pursuant to a binding contract in effect before January 26, 1988;
3. Pursuant to the laws of wills and decedents' estates;
4. Pursuant to the satisfaction of a pledge or other security interest created in good faith and not for the purpose of circumventing this article;
5. Pursuant to a plan of merger or share exchange effected in compliance with Article 12 (§ 13.1-715.1 et seq.) if the public corporation is a party to the plan of merger or plan of share exchange;
6. Pursuant to a tender or exchange offer that is made pursuant to an agreement to which the public corporation is a party;
7. Directly from the public corporation, or from any of its wholly owned subsidiaries, or from any corporation having beneficial ownership of shares of the public corporation having at least a majority, before such transaction, of the votes entitled to be cast in the election of directors of such public corporation; or
8. In good faith and not for the purpose of circumventing this chapter by or from any person (a "transferor") whose voting rights had previously been authorized by shareholders in compliance with this article, or whose previous acquisition of beneficial ownership of shares would have constituted a control share acquisition but for any of subdivisions 1 through 7 in this definition; however, any acquisition described in this subdivision 8 shall constitute a control share acquisition if as a result thereof any person acquires beneficial ownership of shares of such issuing public corporation having voting power in the election of directors in excess of the range of votes within which the transferor was authorized by this article to exercise voting power immediately before such acquisition.
"Interested shares" means the shares of a public corporation the voting of which in an election of directors may be exercised or directed by any of the following persons: (i) an acquiring person with respect to a control share acquisition; (ii) any officer of such public corporation; or (iii) any employee of such public corporation who is also a director of the corporation.
"Person" includes an associate of any person. For this purpose, "associate" shall mean (i) any other person who directly or indirectly controls, or is controlled by or under common control with, any such person or who is acting or intends to act jointly or in concert with any such person in connection with the acquisition of or exercise of beneficial ownership over shares; (ii) any corporation or organization of which any such person is an officer, director, manager or partner or as to which any such person performs a similar function; (iii) any other person having direct or indirect beneficial ownership of 10 percent or more of any class of equity securities of any such person; (iv) any trust or estate in which any such person has a beneficial interest or as to which any such person serves as trustee or in a similar fiduciary capacity; and (v) any relative or spouse of any such person, or any relative of such spouse, any one of whom has the same residence as any such person. For this purpose, "control" shall mean the possession, direct or indirect, of the power to direct or to cause the direction of the management or policies of a person, whether through the ownership of voting securities, by contract, arrangement or understanding, or otherwise.
The "votes" entitled to be cast by any share shall, if any voting group is entitled to vote for less than the total number of directors to be elected at any election, be determined by multiplying the number of votes entitled to be cast by the holder of such share by the number of directors for whom such holder is entitled to vote; however, beneficial ownership of a majority of the shares comprising any such voting group shall be deemed to entitle such beneficial owner to cast all the votes of the shares in such voting group.
1989, c. 14; 1990, c. 252; 2005, c. 765; 2019, c. 734.

Structure Code of Virginia

Code of Virginia

Title 13.1 - Corporations

Chapter 9 - Virginia Stock Corporation Act

§ 13.1-601. Short title

§ 13.1-602. Reservation of power to amend or repeal

§ 13.1-603. Definitions

§ 13.1-604. Filing requirements

§ 13.1-604.1. Filings with the Commission pursuant to reorganization

§ 13.1-605. Issuance of certificate by Commission; recordation of documents

§ 13.1-606. Effective time and date of document

§ 13.1-607. Correcting filed articles

§ 13.1-608. Evidentiary effect of copy of filed document

§ 13.1-609. Certificate of good standing

§ 13.1-610. Notices and other communications

§ 13.1-610.1. Householding

§ 13.1-611. Number of shareholders

§ 13.1-612. Penalty for signing false document

§ 13.1-613. Unlawful to transact or offer to transact business as a corporation unless authorized

§ 13.1-614. Hearing and finality of Commission action; injunctions

§ 13.1-614.1. Definitions

§ 13.1-614.2. Defective corporate actions

§ 13.1-614.3. Ratification of defective corporate actions

§ 13.1-614.4. Action of ratification

§ 13.1-614.5. Notice

§ 13.1-614.6. Effect of ratification

§ 13.1-614.7. Filings

§ 13.1-614.8. Commission proceedings regarding validity of corporate actions

§ 13.1-615. Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions

§ 13.1-615.1. Charter and entrance fees for corporations

§ 13.1-616. Fees for filing documents or issuing certificates

§ 13.1-617. Repealed

§ 13.1-618. Incorporators

§ 13.1-619. Articles of incorporation

§ 13.1-620. Special kinds of business

§ 13.1-621. Issuance of certificate of incorporation

§ 13.1-622. Liability for preincorporation transactions

§ 13.1-623. Organization of corporation

§ 13.1-624. Bylaws

§ 13.1-625. Emergency bylaws

§ 13.1-626. Purposes

§ 13.1-627. General powers

§ 13.1-628. Emergency powers

§ 13.1-629. Lack of power to act

§ 13.1-630. Corporate name

§ 13.1-631. Reserved name

§ 13.1-632. Registered name

§ 13.1-633. Repealed

§ 13.1-634. Registered office and registered agent

§ 13.1-635. Change of registered office or registered agent

§ 13.1-636. Resignation of registered agent

§ 13.1-637. Service on corporation

§ 13.1-638. Authorized shares

§ 13.1-639. Terms of class or series determined by board of directors

§ 13.1-640. Issued and outstanding shares

§ 13.1-641. Fractional shares

§ 13.1-642. Subscription for shares before incorporation

§ 13.1-643. Issuance of shares

§ 13.1-644. Liability of shareholders and others

§ 13.1-645. Share dividends

§ 13.1-646. Share rights, options, warrants, and other awards

§ 13.1-647. Form and content of certificates evidencing shares

§ 13.1-648. Shares without certificates

§ 13.1-649. Restriction on transfer of shares and other securities

§ 13.1-650. Expense of issue

§ 13.1-651. Shareholders' preemptive rights

§ 13.1-652. Corporation's acquisition of its own shares

§ 13.1-653. Distributions to shareholders

§ 13.1-654. Annual meeting

§ 13.1-655. Special meeting

§ 13.1-656. Court-ordered meeting

§ 13.1-657. Action without meeting

§ 13.1-658. Notice of meeting

§ 13.1-659. Waiver of notice

§ 13.1-660. Record date for meeting

§ 13.1-660.1. Conduct of the meeting

§ 13.1-660.2. Remote participation in shareholders' meetings

§ 13.1-661. Shareholders' list for meeting

§ 13.1-662. Voting entitlement of shares

§ 13.1-663. Proxies

§ 13.1-664. Shares held by intermediaries and nominees

§ 13.1-664.1. Inspectors of election

§ 13.1-665. Corporation's acceptance of votes

§ 13.1-666. Quorum and voting requirements for voting groups

§ 13.1-667. Action by single and multiple voting groups

§ 13.1-668. Modifying quorum or voting requirements

§ 13.1-669. Voting for directors; cumulative voting

§ 13.1-669.1. Judicial determination of corporate offices and review of elections and shareholder votes

§ 13.1-670. Voting trusts

§ 13.1-671. Voting agreements

§ 13.1-671.1. Shareholder agreements

§ 13.1-672. Repealed

§ 13.1-672.1. Standing; condition precedent; stay of proceedings

§ 13.1-672.2. Discontinuance or settlement

§ 13.1-672.3. Foreign corporations

§ 13.1-672.4. Dismissal

§ 13.1-672.5. Payment of and security for expenses

§ 13.1-672.6. Shareholder action to appoint a custodian or receiver for a public corporation

§ 13.1-672.7. Shareholder defined

§ 13.1-673. Requirement for and duties of board of directors

§ 13.1-674. Qualifications for directors or for nominees for director

§ 13.1-675. Number and election of directors

§ 13.1-676. Election of directors by certain classes or series of shares

§ 13.1-677. Terms of directors generally

§ 13.1-678. Staggered terms for directors

§ 13.1-679. Resignation of directors

§ 13.1-680. Removal of directors by shareholders

§ 13.1-681. Repealed

§ 13.1-681.1. Removal of directors by judicial proceeding

§ 13.1-682. Vacancy on board of directors

§ 13.1-683. Compensation of directors

§ 13.1-684. Meetings of the board of directors

§ 13.1-685. Action without meeting of board of directors

§ 13.1-686. Notice of board of directors' meetings

§ 13.1-687. Waiver of notice by director

§ 13.1-688. Quorum and voting by directors

§ 13.1-689. Committees

§ 13.1-690. General standards of conduct for director

§ 13.1-690.1. Director of open-end management investment company deemed disinterested

§ 13.1-691. Director conflict of interests

§ 13.1-691.1. Business opportunities

§ 13.1-692. Liability for unlawful distributions

§ 13.1-692.1. Limitation on liability of officers and directors; exception

§ 13.1-693. Required officers

§ 13.1-694. Duties of officers

§ 13.1-695. Resignation and removal of officers

§ 13.1-696. Definitions

§ 13.1-697. Authority to indemnify

§ 13.1-698. Mandatory indemnification

§ 13.1-699. Advance for expenses

§ 13.1-700. Repealed

§ 13.1-700.1. Court orders for advance, reimbursement, or indemnification

§ 13.1-701. Determination and authorization of indemnification

§ 13.1-702. Advance for expenses and indemnification for officers

§ 13.1-703. Insurance

§ 13.1-704. Application of article

§ 13.1-705. Authority to amend articles of incorporation

§ 13.1-706. Amendment of articles of incorporation by the board of directors

§ 13.1-707. Amendment of articles of incorporation by the board of directors and shareholders

§ 13.1-708. Voting on amendments by voting groups

§ 13.1-709. Amendment of articles of incorporation by incorporators

§ 13.1-710. Articles of amendment

§ 13.1-711. Restated articles of incorporation

§ 13.1-712. Repealed

§ 13.1-712.1. Abandonment of amendment or restatement of articles of incorporation

§ 13.1-713. Effect of amendment of articles of incorporation

§ 13.1-714. Amendment of bylaws by board of directors or shareholders

§ 13.1-715. Bylaw provisions increasing quorum or voting requirements for the board of directors

§ 13.1-715.1. Definitions

§ 13.1-716. Merger

§ 13.1-717. Share exchange

§ 13.1-718. Action on a plan of merger or share exchange

§ 13.1-719. Merger between parent and subsidiary or between subsidiaries

§ 13.1-719.1. Formation of a holding company

§ 13.1-720. Articles of merger or share exchange

§ 13.1-721. Effect of merger or share exchange

§ 13.1-721.1. Abandonment of a merger or share exchange

§ 13.1-722. Repealed

§ 13.1-722.1:1. Definitions

§ 13.1-722.2. Domestication

§ 13.1-722.3. Action on a plan of domestication of a domestic corporation

§ 13.1-722.4. Repealed

§ 13.1-722.5. Articles of domestication; effectiveness

§ 13.1-722.6. Amendment of plan of domestication; abandonment

§ 13.1-722.7. Repealed

§ 13.1-722.7:1. Effect of domestication

§ 13.1-722.8. Definitions

§ 13.1-722.9. Conversion

§ 13.1-722.10. Plan of conversion

§ 13.1-722.11. Action on plan of conversion

§ 13.1-722.12. Articles of conversion; effectiveness

§ 13.1-722.12:1. Amendment of plan of conversion; abandonment

§ 13.1-722.13. Effect of conversion

§ 13.1-722.14. Repealed

§ 13.1-723. Disposition of assets not requiring shareholder approval

§ 13.1-724. Shareholder approval of certain dispositions

§ 13.1-725. Definitions

§ 13.1-725.1. Affiliated transactions

§ 13.1-726. Voting requirements for affiliated transactions

§ 13.1-726.1. Determination by disinterested directors

§ 13.1-727. Exceptions

§ 13.1-727.1. Nonexclusivity

§ 13.1-728. Repealed

§ 13.1-728.1. Definitions

§ 13.1-728.2. Application

§ 13.1-728.3. Voting rights

§ 13.1-728.4. Control share acquisition statement

§ 13.1-728.5. Meeting of shareholders

§ 13.1-728.6. Notice to shareholders

§ 13.1-728.7. Redemption

§ 13.1-728.8. Appraisal rights

§ 13.1-728.9. Nonexclusivity

§ 13.1-729. Definitions

§ 13.1-730. Right to appraisal

§ 13.1-731. Assertion of rights by nominees and beneficial owners

§ 13.1-732. Notice of appraisal rights

§ 13.1-733. Notice of intent to demand payment

§ 13.1-734. Appraisal notice and form

§ 13.1-735. Repealed

§ 13.1-735.1. Perfection of rights; right to withdraw

§ 13.1-736. Repealed

§ 13.1-737. Payment

§ 13.1-738. After-acquired shares

§ 13.1-739. Procedure if shareholder dissatisfied with payment or offer

§ 13.1-740. Court action

§ 13.1-741. Court costs and counsel fees

§ 13.1-741.1. Limitations on other remedies for fundamental transactions

§ 13.1-742. Dissolution by directors and shareholders

§ 13.1-743. Articles of dissolution

§ 13.1-744. Revocation of dissolution

§ 13.1-745. Effect of dissolution

§ 13.1-746. Known claims against dissolved corporation

§ 13.1-746.1. Other claims against dissolved corporation

§ 13.1-746.2. Court proceedings

§ 13.1-746.3. Director duties

§ 13.1-747. Grounds for judicial dissolution

§ 13.1-748. Receivership or custodianship

§ 13.1-749. Decree of dissolution

§ 13.1-749.1. Election to purchase in lieu of dissolution

§ 13.1-750. Articles of termination of corporate existence

§ 13.1-751. Termination of corporate existence by incorporators or initial directors

§ 13.1-752. Automatic termination of corporate existence

§ 13.1-753. Involuntary termination of corporate existence

§ 13.1-754. Reinstatement of a corporation that has ceased to exist

§ 13.1-755. Survival of remedy after termination of corporate existence

§ 13.1-756. Repealed

§ 13.1-757. Authority to transact business required

§ 13.1-758. Consequences of transacting business without authority

§ 13.1-759. Application for certificate of authority

§ 13.1-760. Amended certificate of authority

§ 13.1-761. Effect of certificate of authority

§ 13.1-762. Corporate name of foreign corporation

§ 13.1-763. Registered office and registered agent of foreign corporation

§ 13.1-764. Change of registered office or registered agent of a foreign corporation

§ 13.1-765. Resignation of registered agent of foreign corporation

§ 13.1-766. Service of process on foreign corporation

§ 13.1-766.1. Merger of foreign corporation authorized to transact business in Commonwealth

§ 13.1-766.2. Conversion of foreign corporation authorized to transact business in Commonwealth

§ 13.1-767. Withdrawal of foreign corporation

§ 13.1-768. Automatic revocation of certificate of authority

§ 13.1-768.1. Repealed

§ 13.1-769. Involuntary revocation of certificate of authority

§ 13.1-769.1. Reinstatement of a foreign corporation's certificate of authority that has been withdrawn or revoked

§ 13.1-770. Corporate records

§ 13.1-771. Inspection of records by shareholders

§ 13.1-772. Scope of inspection right

§ 13.1-773. Court-ordered inspection

§ 13.1-773.1. Inspection of records by directors

§ 13.1-774. Financial statements for shareholders

§ 13.1-775. Annual report of domestic and foreign corporations

§ 13.1-775.1. Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely

§ 13.1-775.2. Collection of unpaid bills for registration fees

§ 13.1-776. Definitions

§ 13.1-777. Institution of proceeding to determine shareholders

§ 13.1-778. Application to existing corporations

§ 13.1-779. Savings provision

§ 13.1-780. Repealed

§ 13.1-781. Property title records

§ 13.1-782. Definitions

§ 13.1-783. Application and effect of article

§ 13.1-784. Formation of benefit corporations

§ 13.1-785. Election of status after formation

§ 13.1-786. Termination of status

§ 13.1-787. Corporate purposes

§ 13.1-788. Standard of conduct for directors

§ 13.1-789. Limitation upon liability of officers

§ 13.1-790. Right of action

§ 13.1-791. Annual benefit report

§ 13.1-792. Reserved