{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-550.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-550.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-550.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-550.html"}],"law_id":59747,"edition_id":1,"section_id":59747,"structure_id":13432,"section_number":"13.1-550","catch_line":"Transfer of shares","history":"1970, c. 77; 1980, c. 757; 1999, c. 100; 2006, cc. 672, 715; 2008, c. 265.","full_text":"A\n\nNo shareholder of a corporation organized under this chapter may sell or transfer his shares in such corporation except to (i) the corporation, (ii) another individual or professional business entity who is eligible to be a shareholder of such corporation, (iii) a qualified charitable remainder trust as defined in subsection B, or (iv) the trustees of an eligible employee stock ownership plan. In the case of a corporation rendering the services of architects, professional engineers, land surveyors and certified landscape architects, or any combination thereof, no person who is not duly licensed or otherwise legally authorized to render one such service shall be eligible unless at least two-thirds of the remaining shares after the sale or transfer shall be held by individuals or professional business entities duly licensed or otherwise legally authorized to perform one such service.B\n\nAs used in this section, “qualified charitable remainder trust” means a trust meeting the requirements of \u00a7 664 of the United States Internal Revenue Code of 1986, as amended, and which meets all of the following conditions:1\n\nHas one or more current income beneficiaries, all of which are eligible to be a shareholder in the corporation under § 13.1-544.2\n\nHas a trustee or independent special trustee who:\n\t\t\t\ta. Is eligible to be a shareholder in the corporation under § 13.1-544; and\n\t\t\t\tb. Has exclusive authority over the shares of the corporation while the shares are held in the trust.3\n\nHas one or more irrevocably designated charitable remaindermen, all of which must at all times be domiciled or maintain a local chapter in the Commonwealth of Virginia.4\n\nWhen transferring any assets during the term of the trust to charitable organizations, the distributions are made only to charitable organizations described in § 170(c) of the Internal Revenue Code that are domiciled or maintain a local chapter in this Commonwealth.","order_by":null,"text":{"0":{"id":218807,"text":"No shareholder of a corporation organized under this chapter may sell or transfer his shares in such corporation except to (i) the corporation, (ii) another individual or professional business entity who is eligible to be a shareholder of such corporation, (iii) a qualified charitable remainder trust as defined in subsection B, or (iv) the trustees of an eligible employee stock ownership plan. In the case of a corporation rendering the services of architects, professional engineers, land surveyors and certified landscape architects, or any combination thereof, no person who is not duly licensed or otherwise legally authorized to render one such service shall be eligible unless at least two-thirds of the remaining shares after the sale or transfer shall be held by individuals or professional business entities duly licensed or otherwise legally authorized to perform one such service.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":218808,"text":"As used in this section, “qualified charitable remainder trust” means a trust meeting the requirements of \u00a7 664 of the United States Internal Revenue Code of 1986, as amended, and which meets all of the following conditions:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":218809,"text":"Has one or more current income beneficiaries, all of which are eligible to be a shareholder in the corporation under § 13.1-544.","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":218810,"text":"Has a trustee or independent special trustee who:\n\t\t\t\ta. Is eligible to be a shareholder in the corporation under § 13.1-544; and\n\t\t\t\tb. Has exclusive authority over the shares of the corporation while the shares are held in the trust.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":218811,"text":"Has one or more irrevocably designated charitable remaindermen, all of which must at all times be domiciled or maintain a local chapter in the Commonwealth of Virginia.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":218812,"text":"When transferring any assets during the term of the trust to charitable organizations, the distributions are made only to charitable organizations described in § 170(c) of the Internal Revenue Code that are domiciled or maintain a local chapter in this Commonwealth.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3"}},"ancestry":[{"id":13432,"edition_id":1,"name":"Professional Corporations","identifier":"7","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:53","date_modified":"2026-06-26 03:44:53","permalink":{"id":149983,"object_type":"structure","relational_id":13432,"identifier":"7","token":"13.1\/7","url":"\/13.1\/7\/","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":54397,"structure_id":13432,"section_number":"13.1-542","catch_line":"Repealed","url":"\/13.1-542\/","token":"13.1\/7\/13.1-542","metadata":false},{"id":69417,"structure_id":13432,"section_number":"13.1-542.1","catch_line":"Practice of certain professions by corporations","url":"\/13.1-542.1\/","token":"13.1\/7\/13.1-542.1","metadata":false},{"id":66461,"structure_id":13432,"section_number":"13.1-543","catch_line":"Definitions","url":"\/13.1-543\/","token":"13.1\/7\/13.1-543","metadata":false},{"id":56019,"structure_id":13432,"section_number":"13.1-544","catch_line":"Who may organize and become shareholder","url":"\/13.1-544\/","token":"13.1\/7\/13.1-544","metadata":false},{"id":58412,"structure_id":13432,"section_number":"13.1-544.1","catch_line":"Use of initials \"P.C.\" or \"PC\" in corporate name","url":"\/13.1-544.1\/","token":"13.1\/7\/13.1-544.1","metadata":false},{"id":85485,"structure_id":13432,"section_number":"13.1-544.2","catch_line":"Certificate of authority for foreign professional corporations","url":"\/13.1-544.2\/","token":"13.1\/7\/13.1-544.2","metadata":false},{"id":74138,"structure_id":13432,"section_number":"13.1-545","catch_line":"Repealed","url":"\/13.1-545\/","token":"13.1\/7\/13.1-545","metadata":false},{"id":63865,"structure_id":13432,"section_number":"13.1-545.1","catch_line":"Merger with foreign professional corporation or foreign professional limited liability company","url":"\/13.1-545.1\/","token":"13.1\/7\/13.1-545.1","metadata":false},{"id":78218,"structure_id":13432,"section_number":"13.1-546","catch_line":"How corporation may render professional services; nonprofessional employees and officers; organizers and shareholders need not be employees, etc","url":"\/13.1-546\/","token":"13.1\/7\/13.1-546","metadata":false},{"id":59843,"structure_id":13432,"section_number":"13.1-546.1","catch_line":"Professional law corporations may qualify as executor, administrator or in other fiduciary capacity","url":"\/13.1-546.1\/","token":"13.1\/7\/13.1-546.1","metadata":false},{"id":86428,"structure_id":13432,"section_number":"13.1-547","catch_line":"Professional relationships not affected; liability for debts, etc., of corporation, its directors, officers and employees","url":"\/13.1-547\/","token":"13.1\/7\/13.1-547","metadata":false},{"id":81571,"structure_id":13432,"section_number":"13.1-548","catch_line":"Corporation not to engage in other business; investment of funds","url":"\/13.1-548\/","token":"13.1\/7\/13.1-548","metadata":false},{"id":69102,"structure_id":13432,"section_number":"13.1-549","catch_line":"Qualifications of shareholders; special provisions for corporations rendering services of architects, professional engineers, landscape architects and land surveyors, and using the title of certified interior designers","url":"\/13.1-549\/","token":"13.1\/7\/13.1-549","metadata":false},{"id":55582,"structure_id":13432,"section_number":"13.1-549.1","catch_line":"Special provision for corporation engaged in practice of accounting","url":"\/13.1-549.1\/","token":"13.1\/7\/13.1-549.1","metadata":false},{"id":78726,"structure_id":13432,"section_number":"13.1-549.2","catch_line":"Registration certificate required for corporation engaged in practice of law","url":"\/13.1-549.2\/","token":"13.1\/7\/13.1-549.2","metadata":false},{"id":54955,"structure_id":13432,"section_number":"13.1-549.3","catch_line":"Repealed","url":"\/13.1-549.3\/","token":"13.1\/7\/13.1-549.3","metadata":false},{"id":59747,"structure_id":13432,"section_number":"13.1-550","catch_line":"Transfer of shares","url":"\/13.1-550\/","token":"13.1\/7\/13.1-550","metadata":false},{"id":68182,"structure_id":13432,"section_number":"13.1-551","catch_line":"Disqualification of shareholder","url":"\/13.1-551\/","token":"13.1\/7\/13.1-551","metadata":false},{"id":81004,"structure_id":13432,"section_number":"13.1-552","catch_line":"Conversion into nonprofessional corporation; disposition of shares of deceased or disqualified shareholders","url":"\/13.1-552\/","token":"13.1\/7\/13.1-552","metadata":false},{"id":72408,"structure_id":13432,"section_number":"13.1-553","catch_line":"Board of directors","url":"\/13.1-553\/","token":"13.1\/7\/13.1-553","metadata":false},{"id":57155,"structure_id":13432,"section_number":"13.1-554","catch_line":"Repealed","url":"\/13.1-554\/","token":"13.1\/7\/13.1-554","metadata":false},{"id":74742,"structure_id":13432,"section_number":"13.1-554.1","catch_line":"Income and property taxes","url":"\/13.1-554.1\/","token":"13.1\/7\/13.1-554.1","metadata":false},{"id":63969,"structure_id":13432,"section_number":"13.1-555","catch_line":"Merger","url":"\/13.1-555\/","token":"13.1\/7\/13.1-555","metadata":false},{"id":81234,"structure_id":13432,"section_number":"13.1-556","catch_line":"Application of Chapter 9 or Chapter 10 of this title","url":"\/13.1-556\/","token":"13.1\/7\/13.1-556","metadata":false}],"previous_section":{"id":54955,"structure_id":13432,"section_number":"13.1-549.3","catch_line":"Repealed","url":"\/13.1-549.3\/","token":"13.1\/7\/13.1-549.3","metadata":false},"next_section":{"id":68182,"structure_id":13432,"section_number":"13.1-551","catch_line":"Disqualification of shareholder","url":"\/13.1-551\/","token":"13.1\/7\/13.1-551","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-550\/","history_text":"

This law was first created in 1970. The record of its establishment is cataloged in chapter 77 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. Unfortunately, the 1970 \u201cActs\u201d aren\u2019t available online. It has been modified 4 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 1980, chapter 757; in 1999, chapter 100<\/a>; in 2006, chapters 672<\/a> and 715<\/a>; in 2008, chapter 265<\/a>.<\/p>","references":false,"refers_to":[{"id":56019,"section_number":"13.1-544","catch_line":"Who may organize and become shareholder","order_by":null,"url":"\/13.1-544\/"},{"id":85485,"section_number":"13.1-544.2","catch_line":"Certificate of authority for foreign professional corporations","order_by":null,"url":"\/13.1-544.2\/"}],"permalink":{"id":150049,"object_type":"law","relational_id":59747,"identifier":"13.1-550","token":"13.1\/7\/13.1-550","url":"\/13.1-550\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-550\/","token":"13.1\/7\/13.1-550","dublin_core":{"Title":"Transfer of shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-550","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> No shareholder of a corporation organized under this chapter may sell or transfer his shares in such corporation except to (i) the corporation, (ii) another individual or professional business entity who is eligible to be a shareholder of such corporation, (iii) a qualified charitable remainder trust<\/span> as defined in subsection B, or (iv) the trustees of an eligible employee stock ownership plan. In the case of a corporation rendering the services of architects, professional engineers, land surveyors and certified landscape architects, or any combination thereof, no person who is not duly licensed or otherwise legally authorized to render one such service shall be eligible unless at least two-thirds of the remaining shares after the sale or transfer shall be held by individuals or professional business entities duly licensed or otherwise legally authorized to perform one such service. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> As used in this section, “qualified charitable remainder trust<\/span>” means a trust meeting the requirements of \u00a7 664 of the United States Internal Revenue Code of 1986, as amended, and which meets all of the following conditions: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Has one or more current income beneficiaries, all of which are eligible to be a shareholder in the corporation under § 13.1-544<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Has a trustee or independent special trustee who:\n\t\t\t\ta. Is eligible to be a shareholder in the corporation under § 13.1-544<\/a>; and\n\t\t\t\tb. Has exclusive authority over the shares of the corporation while the shares are held in the trust. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Has one or more irrevocably designated charitable remaindermen, all of which must at all times be domiciled or maintain a local chapter in the Commonwealth of Virginia. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> When transferring any assets<\/span> during the term of the trust to charitable organizations, the distributions are made only to charitable organizations described in § 170(c) of the Internal Revenue Code that are domiciled or maintain a local chapter in this Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTRANSFER OF SHARES (\u00a7 13.1-550)\n\nA. No shareholder of a corporation organized under this chapter may sell or\ntransfer his shares in such corporation except to (i) the corporation, (ii)\nanother individual or professional business entity who is eligible to be a\nshareholder of such corporation, (iii) a qualified charitable remainder trust as\ndefined in subsection B, or (iv) the trustees of an eligible employee stock\nownership plan. In the case of a corporation rendering the services of\narchitects, professional engineers, land surveyors and certified landscape\narchitects, or any combination thereof, no person who is not duly licensed or\notherwise legally authorized to render one such service shall be eligible unless\nat least two-thirds of the remaining shares after the sale or transfer shall be\nheld by individuals or professional business entities duly licensed or otherwise\nlegally authorized to perform one such service.\n\nB. As used in this section, “qualified charitable remainder trust”\nmeans a trust meeting the requirements of \u00a7 664 of the United States Internal\nRevenue Code of 1986, as amended, and which meets all of the following\nconditions:\n\n 1. Has one or more current income beneficiaries, all of which are eligible to\n be a shareholder in the corporation under § 13.1-544.\n\n 2. Has a trustee or independent special trustee who:\n \t\t\t\ta. Is eligible to be a shareholder in the corporation under §\n 13.1-544; and\n \t\t\t\tb. Has exclusive authority over the shares of the corporation while the\n shares are held in the trust.\n\n 3. Has one or more irrevocably designated charitable remaindermen, all of\n which must at all times be domiciled or maintain a local chapter in the\n Commonwealth of Virginia.\n\n 4. When transferring any assets during the term of the trust to charitable\n organizations, the distributions are made only to charitable organizations\n described in § 170(c) of the Internal Revenue Code that are domiciled or\n maintain a local chapter in this Commonwealth.\n\nHISTORY: 1970, c. 77; 1980, c. 757; 1999, c. 100; 2006, cc. 672, 715; 2008, c.\n265.","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}}