{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/11-4.6.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/11-4.6.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/11-4.6.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/11-4.6.html"}],"law_id":87261,"edition_id":1,"section_id":87261,"structure_id":14846,"section_number":"11-4.6","catch_line":"Required contract provisions in construction contracts","history":"2020, c. 1038; 2021, Sp. Sess. I, c. 511; 2022, cc. 726, 727, 771; 2023, cc. 675, 676.","full_text":"A\n\nAs used in this section, unless the context requires a different meaning:\n\t\t\t“Construction contract” means a contract for the construction, alteration, repair, or maintenance of a building, structure, or appurtenance thereto, including moving, demolition, and excavation connected therewith, or any provision contained in any contract relating to the construction of projects other than buildings, except for contracts awarded solely for professional services as that term is defined in § 2.2-4301.\n\t\t\t“Contractor” or “general contractor” means the same as that term is defined in § 54.1-1100, except that such term shall not include persons solely furnishing materials.\n\t\t\t“Owner” means a person or entity, other than a public body as defined in § 2.2-4301, responsible for contracting with a general contractor for the procurement of a construction contract.\n\t\t\t“Subcontractor” means the same as that term is defined in § 2.2-4347.B\n\n1. In any construction contract between an owner and a general contractor, the parties shall include a provision that requires the owner to pay such general contractor within 60 days of the receipt of an invoice following satisfactory completion of the portion of the work for which the general contractor has invoiced. An owner shall not be liable for amounts otherwise reducible due to the general contractor’s noncompliance with the terms of the contract. However, in the event that an owner withholds all or a part of the amount invoiced by the general contractor under the terms of the contract, the owner shall notify the general contractor within 45 days of the receipt of such invoice, in writing, of his intention to withhold all or part of the general contractor’s payment with the reason for nonpayment, specifically identifying the contractual noncompliance and the dollar amount being withheld. Failure of an owner to make timely payment as provided in this subdivision shall result in interest penalties consistent with \u00a7 2.2-4355. Nothing in this subdivision shall be construed to apply to or prohibit the inclusion of any retainage provisions in a construction contract.2\n\nAny construction contract in which there is at least one general contractor and one subcontractor shall be deemed to include a provision under which any general contractor is liable to any subcontractor with whom the general contractor contracts for satisfactory performance of the subcontractor’s duties under the contract. Such contract shall require such general contractor to pay such subcontractor within the earlier of (i) 60 days of the receipt of an invoice following satisfactory completion of the portion of the work for which the subcontractor has invoiced or (ii) seven days after receipt of amounts paid by the owner to the general contractor or by the contractor to the subcontractor for work performed by a subcontractor pursuant to the terms of the contract. Such contractors shall not be liable for amounts otherwise reducible due to the subcontractor’s noncompliance with the terms of the contract. However, in the event that a contractor withholds all or a part of the amount invoiced by any subcontractor under the contract, the contractor shall notify the subcontractor within 50 days of the receipt of such invoice, in writing, of his intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment, specifically identifying the contractual noncompliance, the dollar amount being withheld, and the subcontractor responsible for the contractual noncompliance. Payment by the party contracting with the contractor shall not be a condition precedent to payment to any subcontractor, regardless of that contractor’s receiving payment for amounts owed to that contractor, unless the party contracting with the contractor is insolvent or a debtor in bankruptcy as defined in § 50-73.79. Any provision in a contract contrary to this section shall be unenforceable. Failure of a contractor to make timely payment as provided in this subdivision shall result in interest penalties consistent with § 2.2-4355. Nothing in this subdivision shall be construed to apply to or prohibit the inclusion of any retainage provisions in a construction contract. Every subcontract between a subcontractor and a lower-tier subcontractor or supplier, of any tier, shall contain the identical payment, notice, and interest requirements as those provided in this subdivision if (i) such construction contract is related to a project other than a single-family residential project and (ii) the value of the project, or an aggregate of projects under such construction contract, is greater than $500,000.C\n\n1. Any construction contract between a general contractor and its subcontractor and any lower tier additional subcontract entered into on or after July 1, 2020, shall be deemed to include a provision under which the general contractor, its subcontractor, and the additional subcontractor at any lower tier are jointly and severally liable to pay the employees of any additional subcontractor at any lower tier the greater of (i) all wages due to a subcontractor’s employees or to the lower tier subcontractor’s employees at such rate and upon such terms as shall be provided in the employment agreement between the subcontractor and its employees or (ii) the amount of wages that the subcontractor or any lower tier subcontractor is required to pay to its employees under the provisions of applicable law, including the provisions of the Virginia Minimum Wage Act (\u00a7 40.1-28.8 et seq.) and the federal Fair Labor Standards Act (29 U.S.C. \u00a7 201 et seq.).2\n\nA general contractor shall be deemed to be the employer of any subcontractor’s employees for purposes of § 40.1-29. If the wages due to the subcontractor’s employees under the terms of the employment agreement between a subcontractor and its employees are not paid, the general contractor shall be subject to all penalties, criminal and civil, to which an employer that fails or refuses to pay wages is subject under § 40.1-29. Any liability of a general contractor pursuant to § 40.1-29 shall be joint and several with the subcontractor that failed or refused to pay the wages to its employees.3\n\nExcept as otherwise provided in a contract between the general contractor and the subcontractor, the subcontractor shall indemnify the general contractor for any wages, damages, interest, penalties, or attorney fees owed as a result of the subcontractor’s failure to pay wages to the subcontractor’s employees as provided in subdivision 1, unless the subcontractor’s failure to pay the wages was due to the general contractor’s failure to pay moneys due to the subcontractor in accordance with the terms of their construction contract.4\n\nThe provisions of this subsection shall only apply if (i) it can be demonstrated that the general contractor knew or should have known that the subcontractor was not paying his employees all wages due, (ii) the construction contract is related to a project other than a single family residential project, and (iii) the value of the project, or an aggregate of projects under one construction contract, is greater than $500,000. As evidence a general contractor or any subcontractor may offer a written certification, under oath, from the subcontractor in direct privity of contract with the general contractor or subcontractor stating that (a) the subcontractor and each of his sub-subcontractors has paid all employees all wages due for the period during which the wages are claimed for the work performed on the project and (b) to the subcontractor’s knowledge all sub-subcontractors below the subcontractor have similarly paid their employees all such wages. Any person who falsely signs such certification shall be personally liable to the general contractor or subcontractor for fraud and any damages the general contractor or subcontractor may incur.","order_by":null,"text":{"0":{"id":312472,"text":"As used in this section, unless the context requires a different meaning:\n\t\t\t“Construction contract” means a contract for the construction, alteration, repair, or maintenance of a building, structure, or appurtenance thereto, including moving, demolition, and excavation connected therewith, or any provision contained in any contract relating to the construction of projects other than buildings, except for contracts awarded solely for professional services as that term is defined in § 2.2-4301.\n\t\t\t“Contractor” or “general contractor” means the same as that term is defined in § 54.1-1100, except that such term shall not include persons solely furnishing materials.\n\t\t\t“Owner” means a person or entity, other than a public body as defined in § 2.2-4301, responsible for contracting with a general contractor for the procurement of a construction contract.\n\t\t\t“Subcontractor” means the same as that term is defined in § 2.2-4347.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":312473,"text":"1. In any construction contract between an owner and a general contractor, the parties shall include a provision that requires the owner to pay such general contractor within 60 days of the receipt of an invoice following satisfactory completion of the portion of the work for which the general contractor has invoiced. An owner shall not be liable for amounts otherwise reducible due to the general contractor’s noncompliance with the terms of the contract. However, in the event that an owner withholds all or a part of the amount invoiced by the general contractor under the terms of the contract, the owner shall notify the general contractor within 45 days of the receipt of such invoice, in writing, of his intention to withhold all or part of the general contractor’s payment with the reason for nonpayment, specifically identifying the contractual noncompliance and the dollar amount being withheld. Failure of an owner to make timely payment as provided in this subdivision shall result in interest penalties consistent with \u00a7 2.2-4355. Nothing in this subdivision shall be construed to apply to or prohibit the inclusion of any retainage provisions in a construction contract.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B2"},"2":{"id":312474,"text":"Any construction contract in which there is at least one general contractor and one subcontractor shall be deemed to include a provision under which any general contractor is liable to any subcontractor with whom the general contractor contracts for satisfactory performance of the subcontractor’s duties under the contract. Such contract shall require such general contractor to pay such subcontractor within the earlier of (i) 60 days of the receipt of an invoice following satisfactory completion of the portion of the work for which the subcontractor has invoiced or (ii) seven days after receipt of amounts paid by the owner to the general contractor or by the contractor to the subcontractor for work performed by a subcontractor pursuant to the terms of the contract. Such contractors shall not be liable for amounts otherwise reducible due to the subcontractor’s noncompliance with the terms of the contract. However, in the event that a contractor withholds all or a part of the amount invoiced by any subcontractor under the contract, the contractor shall notify the subcontractor within 50 days of the receipt of such invoice, in writing, of his intention to withhold all or a part of the subcontractor’s payment with the reason for nonpayment, specifically identifying the contractual noncompliance, the dollar amount being withheld, and the subcontractor responsible for the contractual noncompliance. Payment by the party contracting with the contractor shall not be a condition precedent to payment to any subcontractor, regardless of that contractor’s receiving payment for amounts owed to that contractor, unless the party contracting with the contractor is insolvent or a debtor in bankruptcy as defined in § 50-73.79. Any provision in a contract contrary to this section shall be unenforceable. Failure of a contractor to make timely payment as provided in this subdivision shall result in interest penalties consistent with § 2.2-4355. Nothing in this subdivision shall be construed to apply to or prohibit the inclusion of any retainage provisions in a construction contract. Every subcontract between a subcontractor and a lower-tier subcontractor or supplier, of any tier, shall contain the identical payment, notice, and interest requirements as those provided in this subdivision if (i) such construction contract is related to a project other than a single-family residential project and (ii) the value of the project, or an aggregate of projects under such construction contract, is greater than $500,000.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B","next_prefix":"C"},"3":{"id":312475,"text":"1. Any construction contract between a general contractor and its subcontractor and any lower tier additional subcontract entered into on or after July 1, 2020, shall be deemed to include a provision under which the general contractor, its subcontractor, and the additional subcontractor at any lower tier are jointly and severally liable to pay the employees of any additional subcontractor at any lower tier the greater of (i) all wages due to a subcontractor’s employees or to the lower tier subcontractor’s employees at such rate and upon such terms as shall be provided in the employment agreement between the subcontractor and its employees or (ii) the amount of wages that the subcontractor or any lower tier subcontractor is required to pay to its employees under the provisions of applicable law, including the provisions of the Virginia Minimum Wage Act (\u00a7 40.1-28.8 et seq.) and the federal Fair Labor Standards Act (29 U.S.C. \u00a7 201 et seq.).","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"C2"},"4":{"id":312476,"text":"A general contractor shall be deemed to be the employer of any subcontractor’s employees for purposes of § 40.1-29. If the wages due to the subcontractor’s employees under the terms of the employment agreement between a subcontractor and its employees are not paid, the general contractor shall be subject to all penalties, criminal and civil, to which an employer that fails or refuses to pay wages is subject under § 40.1-29. Any liability of a general contractor pursuant to § 40.1-29 shall be joint and several with the subcontractor that failed or refused to pay the wages to its employees.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C","next_prefix":"C3"},"5":{"id":312477,"text":"Except as otherwise provided in a contract between the general contractor and the subcontractor, the subcontractor shall indemnify the general contractor for any wages, damages, interest, penalties, or attorney fees owed as a result of the subcontractor’s failure to pay wages to the subcontractor’s employees as provided in subdivision 1, unless the subcontractor’s failure to pay the wages was due to the general contractor’s failure to pay moneys due to the subcontractor in accordance with the terms of their construction contract.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":312478,"text":"The provisions of this subsection shall only apply if (i) it can be demonstrated that the general contractor knew or should have known that the subcontractor was not paying his employees all wages due, (ii) the construction contract is related to a project other than a single family residential project, and (iii) the value of the project, or an aggregate of projects under one construction contract, is greater than $500,000. As evidence a general contractor or any subcontractor may offer a written certification, under oath, from the subcontractor in direct privity of contract with the general contractor or subcontractor stating that (a) the subcontractor and each of his sub-subcontractors has paid all employees all wages due for the period during which the wages are claimed for the work performed on the project and (b) to the subcontractor’s knowledge all sub-subcontractors below the subcontractor have similarly paid their employees all such wages. Any person who falsely signs such certification shall be personally liable to the general contractor or subcontractor for fraud and any damages the general contractor or subcontractor may incur.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3"}},"ancestry":[{"id":14846,"edition_id":1,"name":"General Provisions","identifier":"1","label":"chapter","depth":2,"order_by":1,"parent_id":13773,"metadata":{},"date_created":"2026-06-26 03:50:21","date_modified":"2026-06-26 03:50:21","permalink":{"id":147111,"object_type":"structure","relational_id":14846,"identifier":"1","token":"11\/1","url":"\/11\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13773,"edition_id":1,"name":"Contracts","identifier":"11","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:45:51","date_modified":"2026-06-26 03:45:51","permalink":{"id":147109,"object_type":"structure","relational_id":13773,"identifier":"11","token":"11","url":"\/11\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":69745,"structure_id":14846,"section_number":"11-1","catch_line":"Certain contracts void as to creditors and purchasers unless in writing; law governing validity of contracts creating security interests","url":"\/11-1\/","token":"11\/1\/11-1","metadata":false},{"id":70794,"structure_id":14846,"section_number":"11-2","catch_line":"When written evidence required to maintain action","url":"\/11-2\/","token":"11\/1\/11-2","metadata":false},{"id":85090,"structure_id":14846,"section_number":"11-2.01","catch_line":"Promise after bankruptcy must be in writing","url":"\/11-2.01\/","token":"11\/1\/11-2.01","metadata":false},{"id":86848,"structure_id":14846,"section_number":"11-2.1","catch_line":"Goods sent by mail","url":"\/11-2.1\/","token":"11\/1\/11-2.1","metadata":false},{"id":59493,"structure_id":14846,"section_number":"11-2.2","catch_line":"Unsolicited goods deemed gift to recipient","url":"\/11-2.2\/","token":"11\/1\/11-2.2","metadata":false},{"id":80629,"structure_id":14846,"section_number":"11-2.3","catch_line":"Repealed","url":"\/11-2.3\/","token":"11\/1\/11-2.3","metadata":false},{"id":83058,"structure_id":14846,"section_number":"11-2.4","catch_line":"Notice of possible filing of mechanics' lien required","url":"\/11-2.4\/","token":"11\/1\/11-2.4","metadata":false},{"id":62820,"structure_id":14846,"section_number":"11-3","catch_line":"Sealed writings; writings not purporting to be sealed","url":"\/11-3\/","token":"11\/1\/11-3","metadata":false},{"id":56755,"structure_id":14846,"section_number":"11-4","catch_line":"Sizes of type in printed contracts","url":"\/11-4\/","token":"11\/1\/11-4","metadata":false},{"id":66161,"structure_id":14846,"section_number":"11-4.1","catch_line":"Certain indemnification provisions in construction contracts declared void","url":"\/11-4.1\/","token":"11\/1\/11-4.1","metadata":false},{"id":71739,"structure_id":14846,"section_number":"11-4.1:1","catch_line":"Waiver of payment bond claims and contract claims; construction contracts","url":"\/11-4.1_1\/","token":"11\/1\/11-4.1_1","metadata":false},{"id":66462,"structure_id":14846,"section_number":"11-4.2","catch_line":"Repealed","url":"\/11-4.2\/","token":"11\/1\/11-4.2","metadata":false},{"id":65407,"structure_id":14846,"section_number":"11-4.3","catch_line":"When acceleration of payment or repossession of consumer goods not allowed","url":"\/11-4.3\/","token":"11\/1\/11-4.3","metadata":false},{"id":77848,"structure_id":14846,"section_number":"11-4.4","catch_line":"Certain indemnification and duty to defend provisions in contracts with design professionals declared void","url":"\/11-4.4\/","token":"11\/1\/11-4.4","metadata":false},{"id":58817,"structure_id":14846,"section_number":"11-4.5","catch_line":"Certain indemnification provisions in motor carrier transportation contracts declared void","url":"\/11-4.5\/","token":"11\/1\/11-4.5","metadata":false},{"id":87261,"structure_id":14846,"section_number":"11-4.6","catch_line":"Required contract provisions in construction contracts","url":"\/11-4.6\/","token":"11\/1\/11-4.6","metadata":false},{"id":63570,"structure_id":14846,"section_number":"11-5","catch_line":"Repealed","url":"\/11-5\/","token":"11\/1\/11-5","metadata":false},{"id":63830,"structure_id":14846,"section_number":"11-7.1","catch_line":"Certain entities' authority to extend performance agreements","url":"\/11-7.1\/","token":"11\/1\/11-7.1","metadata":false},{"id":70205,"structure_id":14846,"section_number":"11-8","catch_line":"Instruments executed by minors or surviving spouses to obtain benefits under certain federal legislation","url":"\/11-8\/","token":"11\/1\/11-8","metadata":false},{"id":85376,"structure_id":14846,"section_number":"11-9","catch_line":"Writing payable to deceased person","url":"\/11-9\/","token":"11\/1\/11-9","metadata":false},{"id":61688,"structure_id":14846,"section_number":"11-9.1","catch_line":"Repealed","url":"\/11-9.1\/","token":"11\/1\/11-9.1","metadata":false},{"id":61148,"structure_id":14846,"section_number":"11-9.8","catch_line":"Construction of certain terms of offer to contract; use of experience modification factor prohibited","url":"\/11-9.8\/","token":"11\/1\/11-9.8","metadata":false}],"previous_section":{"id":58817,"structure_id":14846,"section_number":"11-4.5","catch_line":"Certain indemnification provisions in motor carrier transportation contracts declared void","url":"\/11-4.5\/","token":"11\/1\/11-4.5","metadata":false},"next_section":{"id":63570,"structure_id":14846,"section_number":"11-5","catch_line":"Repealed","url":"\/11-5\/","token":"11\/1\/11-5","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/11-4.6\/","history_text":"

This law was first created in 2020. The record of its establishment is cataloged in chapter 1038<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2022, chapters 726<\/a>, 727<\/a>, and 771<\/a>; in 2023, chapters 675<\/a> and 676<\/a>.<\/p>","references":false,"refers_to":[{"id":83635,"section_number":"2.2-4301","catch_line":"Definitions","order_by":null,"url":"\/2.2-4301\/"},{"id":72792,"section_number":"2.2-4355","catch_line":"Interest penalty; exceptions","order_by":null,"url":"\/2.2-4355\/"},{"id":74676,"section_number":"40.1-28.8","catch_line":"Short title","order_by":null,"url":"\/40.1-28.8\/"},{"id":79349,"section_number":"40.1-29","catch_line":"Time and medium of payment; withholding wages; written statement of earnings; agreement for forfeiture of wages; proceedings to enforce compliance; penalties","order_by":null,"url":"\/40.1-29\/"},{"id":76467,"section_number":"50-73.79","catch_line":"Definitions","order_by":null,"url":"\/50-73.79\/"},{"id":85110,"section_number":"54.1-1100","catch_line":"Definitions","order_by":null,"url":"\/54.1-1100\/"}],"permalink":{"id":147173,"object_type":"law","relational_id":87261,"identifier":"11-4.6","token":"11\/1\/11-4.6","url":"\/11-4.6\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/11-4.6\/","token":"11\/1\/11-4.6","dublin_core":{"Title":"Required contract provisions in construction contracts","Type":"Text","Format":"text\/html","Identifier":"\u00a7 11-4.6","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> As used in this section, unless the context requires a different meaning:\n\t\t\t“Construction contract<\/span>” means a contract for the construction, alteration, repair, or maintenance of a building, structure, or appurtenance thereto, including moving, demolition, and excavation connected therewith, or any provision contained in any contract relating to the construction of projects other than buildings, except for contracts<\/span> awarded solely for professional services as that term is defined in § 2.2-4301<\/a>.\n\t\t\t“Contractor” or “general contractor<\/span>” means the same as that term is defined in § 54.1-1100<\/a>, except that such term shall not include persons solely furnishing materials<\/span>.\n\t\t\t“Owner<\/span>” means a person or entity, other than a public body as defined in § 2.2-4301<\/a>, responsible for contracting with a general contractor<\/span> for the procurement of a construction contract<\/span>.\n\t\t\t“Subcontractor<\/span>” means the same as that term is defined in § 2.2-4347<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> 1. In any construction contract<\/span> between an owner<\/span> and a general contractor<\/span>, the parties shall include a provision that requires the owner<\/span> to pay such general contractor<\/span> within 60 days of the receipt of an invoice following satisfactory completion of the portion of the work for which the general contractor<\/span> has invoiced. An owner<\/span> shall not be liable for amounts otherwise reducible due to the general contractor<\/span>’s noncompliance with the terms of the contract. However, in the event that an owner<\/span> withholds all or a part of the amount invoiced by the general contractor<\/span> under the terms of the contract, the owner<\/span> shall notify the general contractor<\/span> within 45 days of the receipt of such invoice, in writing, of his intention to withhold all or part of the general contractor<\/span>’s payment with the reason for nonpayment, specifically identifying the contractual noncompliance and the dollar amount being withheld. Failure of an owner<\/span> to make timely payment as provided in this subdivision shall result in interest penalties consistent with \u00a7 2.2-4355<\/a>. Nothing in this subdivision shall be construed to apply to or prohibit the inclusion of any retainage provisions in a construction contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any construction contract<\/span> in which there is at least one general contractor<\/span> and one subcontractor<\/span> shall be deemed to include a provision under which any general contractor<\/span> is liable to any subcontractor<\/span> with whom the general contractor<\/span> contracts<\/span> for satisfactory performance of the subcontractor<\/span>’s duties under the contract. Such contract shall require such general contractor<\/span> to pay such subcontractor<\/span> within the earlier of (i) 60 days of the receipt of an invoice following satisfactory completion of the portion of the work for which the subcontractor<\/span> has invoiced or (ii) seven days after receipt of amounts paid by the owner<\/span> to the general contractor<\/span> or by the contractor to the subcontractor<\/span> for work performed by a subcontractor<\/span> pursuant to the terms of the contract. Such contractors<\/span> shall not be liable for amounts otherwise reducible due to the subcontractor<\/span>’s noncompliance with the terms of the contract. However, in the event that a contractor withholds all or a part of the amount invoiced by any subcontractor<\/span> under the contract, the contractor shall notify the subcontractor<\/span> within 50 days of the receipt of such invoice, in writing, of his intention to withhold all or a part of the subcontractor<\/span>’s payment with the reason for nonpayment, specifically identifying the contractual noncompliance, the dollar amount being withheld, and the subcontractor<\/span> responsible for the contractual noncompliance. Payment by the party<\/span> contracting with the contractor shall not be a condition precedent<\/span> to payment to any subcontractor<\/span>, regardless of that contractor’s receiving payment for amounts owed to that contractor, unless the party<\/span> contracting with the contractor is insolvent or a debtor in bankruptcy<\/span> as defined in § 50-73.79<\/a>. Any provision in a contract contrary to this section shall be unenforceable. Failure of a contractor to make timely payment as provided in this subdivision shall result in interest penalties consistent with § 2.2-4355<\/a>. Nothing in this subdivision shall be construed to apply to or prohibit the inclusion of any retainage provisions in a construction contract<\/span>. Every subcontract between a subcontractor<\/span> and a lower-tier subcontractor<\/span> or supplier, of any tier, shall contain the identical payment, notice, and interest requirements as those provided in this subdivision if (i) such construction contract<\/span> is related to a project other than a single-family residential project and (ii) the value of the project, or an aggregate of projects under such construction contract<\/span>, is greater than $500,000. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> 1. Any construction contract<\/span> between a general contractor<\/span> and its subcontractor<\/span> and any lower tier additional subcontract entered into on or after July 1, 2020, shall be deemed to include a provision under which the general contractor<\/span>, its subcontractor<\/span>, and the additional subcontractor<\/span> at any lower tier are jointly and severally liable to pay the employees of any additional subcontractor<\/span> at any lower tier the greater of (i) all wages due to a subcontractor<\/span>’s employees or to the lower tier subcontractor<\/span>’s employees at such rate and upon such terms as shall be provided in the employment agreement between the subcontractor<\/span> and its employees or (ii) the amount of wages that the subcontractor<\/span> or any lower tier subcontractor<\/span> is required to pay to its employees under the provisions of applicable law<\/span>, including the provisions of the Virginia Minimum Wage Act (\u00a7 40.1-28.8<\/a> et seq.) and the federal Fair Labor Standards Act (29 U.S.C. \u00a7 201 et seq.). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A general contractor<\/span> shall be deemed to be the employer of any subcontractor<\/span>’s employees for purposes of § 40.1-29<\/a>. If the wages due to the subcontractor<\/span>’s employees under the terms of the employment agreement between a subcontractor<\/span> and its employees are not paid, the general contractor<\/span> shall be subject to all penalties, criminal and civil, to which an employer that fails or refuses to pay wages is subject under § 40.1-29<\/a>. Any liability of a general contractor<\/span> pursuant to § 40.1-29<\/a> shall be joint and several with the subcontractor<\/span> that failed or refused to pay the wages to its employees. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Except as otherwise provided in a contract between the general contractor<\/span> and the subcontractor<\/span>, the subcontractor<\/span> shall indemnify the general contractor<\/span> for any wages, damages<\/span>, interest, penalties, or attorney fees owed as a result of the subcontractor<\/span>’s failure to pay wages to the subcontractor<\/span>’s employees as provided in subdivision 1, unless the subcontractor<\/span>’s failure to pay the wages was due to the general contractor<\/span>’s failure to pay moneys due to the subcontractor<\/span> in accordance with the terms of their construction contract<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The provisions of this subsection shall only apply if (i) it can be demonstrated that the general contractor<\/span> knew or should have known that the subcontractor<\/span> was not paying his employees all wages due, (ii) the construction contract<\/span> is related to a project other than a single family residential project, and (iii) the value of the project, or an aggregate of projects under one construction contract<\/span>, is greater than $500,000. As evidence<\/span> a general contractor<\/span> or any subcontractor<\/span> may offer a written certification, under oath<\/span>, from the subcontractor<\/span> in direct privity of contract with the general contractor<\/span> or subcontractor<\/span> stating that (a) the subcontractor<\/span> and each of his sub-subcontractors<\/span> has paid all employees all wages due for the period during which the wages are claimed for the work performed on the project and (b) to the subcontractor<\/span>’s knowledge all sub-subcontractors<\/span> below the subcontractor<\/span> have similarly paid their employees all such wages. Any person who falsely signs such certification shall be personally liable to the general contractor<\/span> or subcontractor<\/span> for fraud<\/span> and any damages<\/span> the general contractor<\/span> or subcontractor<\/span> may incur. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREQUIRED CONTRACT PROVISIONS IN CONSTRUCTION CONTRACTS (\u00a7 11-4.6)\n\nA. As used in this section, unless the context requires a different meaning:\n\t\t\t“Construction contract” means a contract for the construction,\nalteration, repair, or maintenance of a building, structure, or appurtenance\nthereto, including moving, demolition, and excavation connected therewith, or\nany provision contained in any contract relating to the construction of projects\nother than buildings, except for contracts awarded solely for professional\nservices as that term is defined in § 2.2-4301.\n\t\t\t“Contractor” or “general contractor” means the same\nas that term is defined in § 54.1-1100, except that such term shall not\ninclude persons solely furnishing materials.\n\t\t\t“Owner” means a person or entity, other than a public body as\ndefined in § 2.2-4301, responsible for contracting with a general\ncontractor for the procurement of a construction contract.\n\t\t\t“Subcontractor” means the same as that term is defined in §\n2.2-4347.\n\nB. 1. In any construction contract between an owner and a general contractor,\nthe parties shall include a provision that requires the owner to pay such\ngeneral contractor within 60 days of the receipt of an invoice following\nsatisfactory completion of the portion of the work for which the general\ncontractor has invoiced. An owner shall not be liable for amounts otherwise\nreducible due to the general contractor’s noncompliance with the terms of\nthe contract. However, in the event that an owner withholds all or a part of the\namount invoiced by the general contractor under the terms of the contract, the\nowner shall notify the general contractor within 45 days of the receipt of such\ninvoice, in writing, of his intention to withhold all or part of the general\ncontractor’s payment with the reason for nonpayment, specifically\nidentifying the contractual noncompliance and the dollar amount being withheld.\nFailure of an owner to make timely payment as provided in this subdivision shall\nresult in interest penalties consistent with \u00a7 2.2-4355. Nothing in this\nsubdivision shall be construed to apply to or prohibit the inclusion of any\nretainage provisions in a construction contract.\n\n 2. Any construction contract in which there is at least one general contractor\n and one subcontractor shall be deemed to include a provision under which any\n general contractor is liable to any subcontractor with whom the general\n contractor contracts for satisfactory performance of the subcontractor’s\n duties under the contract. Such contract shall require such general contractor\n to pay such subcontractor within the earlier of (i) 60 days of the receipt of\n an invoice following satisfactory completion of the portion of the work for\n which the subcontractor has invoiced or (ii) seven days after receipt of\n amounts paid by the owner to the general contractor or by the contractor to\n the subcontractor for work performed by a subcontractor pursuant to the terms\n of the contract. Such contractors shall not be liable for amounts otherwise\n reducible due to the subcontractor’s noncompliance with the terms of the\n contract. However, in the event that a contractor withholds all or a part of\n the amount invoiced by any subcontractor under the contract, the contractor\n shall notify the subcontractor within 50 days of the receipt of such invoice,\n in writing, of his intention to withhold all or a part of the\n subcontractor’s payment with the reason for nonpayment, specifically\n identifying the contractual noncompliance, the dollar amount being withheld,\n and the subcontractor responsible for the contractual noncompliance. Payment\n by the party contracting with the contractor shall not be a condition\n precedent to payment to any subcontractor, regardless of that\n contractor’s receiving payment for amounts owed to that contractor,\n unless the party contracting with the contractor is insolvent or a debtor in\n bankruptcy as defined in § 50-73.79. Any provision in a contract contrary\n to this section shall be unenforceable. Failure of a contractor to make timely\n payment as provided in this subdivision shall result in interest penalties\n consistent with § 2.2-4355. Nothing in this subdivision shall be\n construed to apply to or prohibit the inclusion of any retainage provisions in\n a construction contract. Every subcontract between a subcontractor and a\n lower-tier subcontractor or supplier, of any tier, shall contain the identical\n payment, notice, and interest requirements as those provided in this\n subdivision if (i) such construction contract is related to a project other\n than a single-family residential project and (ii) the value of the project, or\n an aggregate of projects under such construction contract, is greater than\n $500,000.\n\nC. 1. Any construction contract between a general contractor and its\nsubcontractor and any lower tier additional subcontract entered into on or after\nJuly 1, 2020, shall be deemed to include a provision under which the general\ncontractor, its subcontractor, and the additional subcontractor at any lower\ntier are jointly and severally liable to pay the employees of any additional\nsubcontractor at any lower tier the greater of (i) all wages due to a\nsubcontractor’s employees or to the lower tier subcontractor’s\nemployees at such rate and upon such terms as shall be provided in the\nemployment agreement between the subcontractor and its employees or (ii) the\namount of wages that the subcontractor or any lower tier subcontractor is\nrequired to pay to its employees under the provisions of applicable law,\nincluding the provisions of the Virginia Minimum Wage Act (\u00a7 40.1-28.8 et seq.)\nand the federal Fair Labor Standards Act (29 U.S.C. \u00a7 201 et seq.).\n\n 2. A general contractor shall be deemed to be the employer of any\n subcontractor’s employees for purposes of § 40.1-29. If the wages\n due to the subcontractor’s employees under the terms of the employment\n agreement between a subcontractor and its employees are not paid, the general\n contractor shall be subject to all penalties, criminal and civil, to which an\n employer that fails or refuses to pay wages is subject under § 40.1-29.\n Any liability of a general contractor pursuant to § 40.1-29 shall be\n joint and several with the subcontractor that failed or refused to pay the\n wages to its employees.\n\n 3. Except as otherwise provided in a contract between the general contractor\n and the subcontractor, the subcontractor shall indemnify the general\n contractor for any wages, damages, interest, penalties, or attorney fees owed\n as a result of the subcontractor’s failure to pay wages to the\n subcontractor’s employees as provided in subdivision 1, unless the\n subcontractor’s failure to pay the wages was due to the general\n contractor’s failure to pay moneys due to the subcontractor in\n accordance with the terms of their construction contract.\n\n 4. The provisions of this subsection shall only apply if (i) it can be\n demonstrated that the general contractor knew or should have known that the\n subcontractor was not paying his employees all wages due, (ii) the\n construction contract is related to a project other than a single family\n residential project, and (iii) the value of the project, or an aggregate of\n projects under one construction contract, is greater than $500,000. As\n evidence a general contractor or any subcontractor may offer a written\n certification, under oath, from the subcontractor in direct privity of\n contract with the general contractor or subcontractor stating that (a) the\n subcontractor and each of his sub-subcontractors has paid all employees all\n wages due for the period during which the wages are claimed for the work\n performed on the project and (b) to the subcontractor’s knowledge all\n sub-subcontractors below the subcontractor have similarly paid their employees\n all such wages. Any person who falsely signs such certification shall be\n personally liable to the general contractor or subcontractor for fraud and any\n damages the general contractor or subcontractor may incur.\n\nHISTORY: 2020, c. 1038; 2021, Sp. Sess. I, c. 511; 2022, cc. 726, 727, 771;\n2023, cc. 675, 676.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}