{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-354.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-354.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-354.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-354.html"}],"law_id":77179,"edition_id":1,"section_id":77179,"structure_id":15065,"section_number":"13.1-354","catch_line":"Internal capital accounts; redemption of shares; collective reserve account","history":"2020, c. 673.","full_text":"A\n\nA worker cooperative shall establish through its articles of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determine the redemption price of membership shares, nonvoting shares, and written notices of allocation. As used in this section, “written notice of allocation” means a written instrument that discloses to a member the stated dollar amount of such member’s patronage allocation and the terms for payment of that amount by the worker cooperative.B\n\nThe articles of incorporation or bylaws of a worker cooperative may permit the periodic redemption of written notices of allocation and nonvoting shares and shall provide for recall and redemption of the membership share upon termination of membership in the cooperative.C\n\nThe articles of incorporation or bylaws may provide for the worker cooperative to pay or credit interest on the balance in each member’s internal capital account.D\n\nThe articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.E\n\nA worker cooperative may issue nonvoting shares to members and nonmembers. Nonvoting shares may be redeemed or retired by the worker cooperative on such terms and conditions as may be provided in the articles of incorporation or bylaws. Payment for nonvoting shares may be made in cash, services, or property as determined by the board.F\n\nAny worker cooperative issuing shares under this article may accept registrations of such shares in the names of two or more persons, payable to any one of them, or to any one of them or the survivor, and any person so named, whether the others be living or not, may accept dividend payments and withdraw from the association and receive the amount payable on withdrawal in the same manner and on the same terms as are allowed by law and the articles of incorporation and bylaws in case of any other member or shareholder, and the receipt or acceptance of dividends or amounts payable on withdrawal by the person so paid shall be a valid and sufficient release and discharge of the association for any payment so made.","order_by":null,"text":{"0":{"id":276855,"text":"A worker cooperative shall establish through its articles of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determine the redemption price of membership shares, nonvoting shares, and written notices of allocation. As used in this section, “written notice of allocation” means a written instrument that discloses to a member the stated dollar amount of such member’s patronage allocation and the terms for payment of that amount by the worker cooperative.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":276856,"text":"The articles of incorporation or bylaws of a worker cooperative may permit the periodic redemption of written notices of allocation and nonvoting shares and shall provide for recall and redemption of the membership share upon termination of membership in the cooperative.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":276857,"text":"The articles of incorporation or bylaws may provide for the worker cooperative to pay or credit interest on the balance in each member’s internal capital account.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":276858,"text":"The articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account. Earnings assigned to the collective reserve account may be used for any and all corporate purposes as determined by the board of directors.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":276859,"text":"A worker cooperative may issue nonvoting shares to members and nonmembers. Nonvoting shares may be redeemed or retired by the worker cooperative on such terms and conditions as may be provided in the articles of incorporation or bylaws. Payment for nonvoting shares may be made in cash, services, or property as determined by the board.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":276860,"text":"Any worker cooperative issuing shares under this article may accept registrations of such shares in the names of two or more persons, payable to any one of them, or to any one of them or the survivor, and any person so named, whether the others be living or not, may accept dividend payments and withdraw from the association and receive the amount payable on withdrawal in the same manner and on the same terms as are allowed by law and the articles of incorporation and bylaws in case of any other member or shareholder, and the receipt or acceptance of dividends or amounts payable on withdrawal by the person so paid shall be a valid and sufficient release and discharge of the association for any payment so made.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":15065,"edition_id":1,"name":"Worker Cooperatives","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":13350,"metadata":{},"date_created":"2026-06-26 03:51:55","date_modified":"2026-06-26 03:51:55","permalink":{"id":149725,"object_type":"structure","relational_id":15065,"identifier":"3","token":"13.1\/3\/3","url":"\/13.1\/3\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13350,"edition_id":1,"name":"Cooperative Associations","identifier":"3","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:41","date_modified":"2026-06-26 03:44:41","permalink":{"id":149519,"object_type":"structure","relational_id":13350,"identifier":"3","token":"13.1\/3","url":"\/13.1\/3\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":81172,"structure_id":15065,"section_number":"13.1-346","catch_line":"Definitions","url":"\/13.1-346\/","token":"13.1\/3\/3\/13.1-346","metadata":false},{"id":65277,"structure_id":15065,"section_number":"13.1-347","catch_line":"Formation of worker cooperative; purpose","url":"\/13.1-347\/","token":"13.1\/3\/3\/13.1-347","metadata":false},{"id":76974,"structure_id":15065,"section_number":"13.1-348","catch_line":"Name","url":"\/13.1-348\/","token":"13.1\/3\/3\/13.1-348","metadata":false},{"id":66139,"structure_id":15065,"section_number":"13.1-349","catch_line":"Application of other laws","url":"\/13.1-349\/","token":"13.1\/3\/3\/13.1-349","metadata":false},{"id":71172,"structure_id":15065,"section_number":"13.1-350","catch_line":"Revocation of election to be governed as worker cooperative; limitation on mergers","url":"\/13.1-350\/","token":"13.1\/3\/3\/13.1-350","metadata":false},{"id":57441,"structure_id":15065,"section_number":"13.1-351","catch_line":"Qualifications of members; membership shares","url":"\/13.1-351\/","token":"13.1\/3\/3\/13.1-351","metadata":false},{"id":72812,"structure_id":15065,"section_number":"13.1-352","catch_line":"Voting rights","url":"\/13.1-352\/","token":"13.1\/3\/3\/13.1-352","metadata":false},{"id":65842,"structure_id":15065,"section_number":"13.1-353","catch_line":"Net earnings or losses; apportionment, distribution, and payment","url":"\/13.1-353\/","token":"13.1\/3\/3\/13.1-353","metadata":false},{"id":77179,"structure_id":15065,"section_number":"13.1-354","catch_line":"Internal capital accounts; redemption of shares; collective reserve account","url":"\/13.1-354\/","token":"13.1\/3\/3\/13.1-354","metadata":false},{"id":85249,"structure_id":15065,"section_number":"13.1-355","catch_line":"Internal capital accounting","url":"\/13.1-355\/","token":"13.1\/3\/3\/13.1-355","metadata":false}],"previous_section":{"id":65842,"structure_id":15065,"section_number":"13.1-353","catch_line":"Net earnings or losses; apportionment, distribution, and payment","url":"\/13.1-353\/","token":"13.1\/3\/3\/13.1-353","metadata":false},"next_section":{"id":85249,"structure_id":15065,"section_number":"13.1-355","catch_line":"Internal capital accounting","url":"\/13.1-355\/","token":"13.1\/3\/3\/13.1-355","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-354\/","history_text":"

This law was first created in 2020. The record of its establishment is cataloged in chapter 673<\/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.<\/p>","references":false,"refers_to":false,"permalink":{"id":149759,"object_type":"law","relational_id":77179,"identifier":"13.1-354","token":"13.1\/3\/3\/13.1-354","url":"\/13.1-354\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-354\/","token":"13.1\/3\/3\/13.1-354","dublin_core":{"Title":"Internal capital accounts; redemption of shares; collective reserve account","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-354","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A worker cooperative<\/span> shall establish through its articles of incorporation or bylaws a system of internal capital accounts to reflect the book value and to determine the redemption<\/span> price of membership shares, nonvoting shares, and written notices of allocation. As used in this section, “written notice of allocation<\/span>” means a written instrument that discloses to a member<\/span> the stated dollar amount of such member<\/span>’s patronage<\/span> allocation and the terms for payment of that amount by the worker cooperative<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The articles of incorporation or bylaws of a worker cooperative<\/span> may permit the periodic redemption<\/span> of written notices of allocation and nonvoting shares and shall provide for recall and redemption<\/span> of the membership share upon termination of membership in the cooperative. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The articles of incorporation or bylaws may provide for the worker cooperative<\/span> to pay or credit interest on the balance in each member<\/span>’s internal capital account. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The articles of incorporation or bylaws may authorize assignment of a portion of retained net earnings and net losses to a collective reserve account<\/span>. Earnings assigned to the collective reserve account<\/span> may be used for any and all corporate purposes as determined by the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A worker cooperative<\/span> may issue<\/span> nonvoting shares to members<\/span> and nonmembers. Nonvoting shares may be redeemed or retired by the worker cooperative<\/span> on such terms and conditions as may be provided in the articles of incorporation or bylaws. Payment for nonvoting shares may be made in cash, services, or property as determined by the board. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Any worker cooperative<\/span> issuing shares under this article may accept registrations of such shares in the names of two or more persons, payable to any one of them, or to any one of them or the survivor, and any person so named, whether the others be living or not, may accept dividend payments and withdraw from the association and receive the amount payable on withdrawal in the same manner and on the same terms as are allowed by law<\/span> and the articles of incorporation and bylaws in case of any other member<\/span> or shareholder, and the receipt or acceptance of dividends or amounts payable on withdrawal by the person so paid shall be a valid and sufficient release and discharge of the association for any payment so made. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINTERNAL CAPITAL ACCOUNTS; REDEMPTION OF SHARES; COLLECTIVE RESERVE ACCOUNT (\u00a7\n13.1-354)\n\nA. A worker cooperative shall establish through its articles of incorporation or\nbylaws a system of internal capital accounts to reflect the book value and to\ndetermine the redemption price of membership shares, nonvoting shares, and\nwritten notices of allocation. As used in this section, “written notice of\nallocation” means a written instrument that discloses to a member the\nstated dollar amount of such member’s patronage allocation and the terms\nfor payment of that amount by the worker cooperative.\n\nB. The articles of incorporation or bylaws of a worker cooperative may permit\nthe periodic redemption of written notices of allocation and nonvoting shares\nand shall provide for recall and redemption of the membership share upon\ntermination of membership in the cooperative.\n\nC. The articles of incorporation or bylaws may provide for the worker\ncooperative to pay or credit interest on the balance in each member’s\ninternal capital account.\n\nD. The articles of incorporation or bylaws may authorize assignment of a portion\nof retained net earnings and net losses to a collective reserve account.\nEarnings assigned to the collective reserve account may be used for any and all\ncorporate purposes as determined by the board of directors.\n\nE. A worker cooperative may issue nonvoting shares to members and nonmembers.\nNonvoting shares may be redeemed or retired by the worker cooperative on such\nterms and conditions as may be provided in the articles of incorporation or\nbylaws. Payment for nonvoting shares may be made in cash, services, or property\nas determined by the board.\n\nF. Any worker cooperative issuing shares under this article may accept\nregistrations of such shares in the names of two or more persons, payable to any\none of them, or to any one of them or the survivor, and any person so named,\nwhether the others be living or not, may accept dividend payments and withdraw\nfrom the association and receive the amount payable on withdrawal in the same\nmanner and on the same terms as are allowed by law and the articles of\nincorporation and bylaws in case of any other member or shareholder, and the\nreceipt or acceptance of dividends or amounts payable on withdrawal by the\nperson so paid shall be a valid and sufficient release and discharge of the\nassociation for any payment so made.\n\nHISTORY: 2020, c. 673.","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}}