{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-614.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-614.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-614.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-614.1.html"}],"law_id":60239,"edition_id":1,"section_id":60239,"structure_id":15717,"section_number":"13.1-614.1","catch_line":"Definitions","history":"2019, c. 734; 2020, c. 1226.","full_text":"As used in this article:\n\t\t“Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee, an officer or agent of the corporation, or the shareholders.\n\t\t“Date of the defective corporate action” means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken.\n\t\t“Defective corporate action” means (i) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, or (ii) an over-issuance of shares.\n\t\t“Failure of authorization” means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action voidable.\n\t\t“Over-issuance of shares” means the purported issuance of:\n\n1\n\nShares of a class or series in excess of the number of shares of the class or series the corporation had the power to issue under § 13.1-638 at the time of such issuance; or2\n\nShares of any class or series that was not then authorized for issuance by the articles of incorporation.\n\t\t\t“Putative shares” means the shares of any class or series of the corporation, including shares issued upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action, that (i) but for any failure of authorization would constitute valid shares or (ii) cannot be determined by the board of directors to be valid shares.\n\t\t\t“Valid shares” means the shares of any class or series of the corporation that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this article.\n\t\t\t“Validation effective time” with respect to any defective corporate action ratified under this article means the later of:1\n\nThe time at which the ratification of the defective corporate action is approved by the shareholders or, if approval of shareholders is not required, the time at which the notice required by § 13.1-614.5 becomes effective in accordance with § 13.1-610; and2\n\nThe time at which any document filed in accordance with § 13.1-614.7 becomes effective.\n\t\t\tThe validation effective time shall not be affected by the filing or pendency of a proceeding under § 13.1-614.8 or otherwise, unless ordered by the Commission.","order_by":null,"text":{"0":{"id":220323,"text":"As used in this article:\n\t\t“Corporate action” means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee, an officer or agent of the corporation, or the shareholders.\n\t\t“Date of the defective corporate action” means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken.\n\t\t“Defective corporate action” means (i) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, or (ii) an over-issuance of shares.\n\t\t“Failure of authorization” means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action voidable.\n\t\t“Over-issuance of shares” means the purported issuance of:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":220324,"text":"Shares of a class or series in excess of the number of shares of the class or series the corporation had the power to issue under § 13.1-638 at the time of such issuance; or","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":220325,"text":"Shares of any class or series that was not then authorized for issuance by the articles of incorporation.\n\t\t\t“Putative shares” means the shares of any class or series of the corporation, including shares issued upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action, that (i) but for any failure of authorization would constitute valid shares or (ii) cannot be determined by the board of directors to be valid shares.\n\t\t\t“Valid shares” means the shares of any class or series of the corporation that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this article.\n\t\t\t“Validation effective time” with respect to any defective corporate action ratified under this article means the later of:","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"1"},"3":{"id":220326,"text":"The time at which the ratification of the defective corporate action is approved by the shareholders or, if approval of shareholders is not required, the time at which the notice required by § 13.1-614.5 becomes effective in accordance with § 13.1-610; and","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"2","next_prefix":"2"},"4":{"id":220327,"text":"The time at which any document filed in accordance with § 13.1-614.7 becomes effective.\n\t\t\tThe validation effective time shall not be affected by the filing or pendency of a proceeding under § 13.1-614.8 or otherwise, unless ordered by the Commission.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1"}},"ancestry":[{"id":15717,"edition_id":1,"name":"Ratification of Defective Corporate Actions","identifier":"1.1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:58:16","date_modified":"2026-06-26 03:58:16","permalink":{"id":150231,"object_type":"structure","relational_id":15717,"identifier":"1.1","token":"13.1\/9\/1.1","url":"\/13.1\/9\/1.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","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":60239,"structure_id":15717,"section_number":"13.1-614.1","catch_line":"Definitions","url":"\/13.1-614.1\/","token":"13.1\/9\/1.1\/13.1-614.1","metadata":false},{"id":71566,"structure_id":15717,"section_number":"13.1-614.2","catch_line":"Defective corporate actions","url":"\/13.1-614.2\/","token":"13.1\/9\/1.1\/13.1-614.2","metadata":false},{"id":67483,"structure_id":15717,"section_number":"13.1-614.3","catch_line":"Ratification of defective corporate actions","url":"\/13.1-614.3\/","token":"13.1\/9\/1.1\/13.1-614.3","metadata":false},{"id":65190,"structure_id":15717,"section_number":"13.1-614.4","catch_line":"Action of ratification","url":"\/13.1-614.4\/","token":"13.1\/9\/1.1\/13.1-614.4","metadata":false},{"id":82085,"structure_id":15717,"section_number":"13.1-614.5","catch_line":"Notice","url":"\/13.1-614.5\/","token":"13.1\/9\/1.1\/13.1-614.5","metadata":false},{"id":85070,"structure_id":15717,"section_number":"13.1-614.6","catch_line":"Effect of ratification","url":"\/13.1-614.6\/","token":"13.1\/9\/1.1\/13.1-614.6","metadata":false},{"id":73598,"structure_id":15717,"section_number":"13.1-614.7","catch_line":"Filings","url":"\/13.1-614.7\/","token":"13.1\/9\/1.1\/13.1-614.7","metadata":false},{"id":73843,"structure_id":15717,"section_number":"13.1-614.8","catch_line":"Commission proceedings regarding validity of corporate actions","url":"\/13.1-614.8\/","token":"13.1\/9\/1.1\/13.1-614.8","metadata":false}],"next_section":{"id":71566,"structure_id":15717,"section_number":"13.1-614.2","catch_line":"Defective corporate actions","url":"\/13.1-614.2\/","token":"13.1\/9\/1.1\/13.1-614.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-614.1\/","history_text":"

This law was first created in 2019. The record of its establishment is cataloged in chapter 734<\/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 1 time. 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. That modification is as follows: in 2020, chapter 1226<\/a>.<\/p>","references":[{"id":70454,"section_number":"13.1-606","catch_line":"Effective time and date of document","order_by":null,"url":"\/13.1-606\/"}],"refers_to":[{"id":82388,"section_number":"13.1-610","catch_line":"Notices and other communications","order_by":null,"url":"\/13.1-610\/"},{"id":82085,"section_number":"13.1-614.5","catch_line":"Notice","order_by":null,"url":"\/13.1-614.5\/"},{"id":73598,"section_number":"13.1-614.7","catch_line":"Filings","order_by":null,"url":"\/13.1-614.7\/"},{"id":73843,"section_number":"13.1-614.8","catch_line":"Commission proceedings regarding validity of corporate actions","order_by":null,"url":"\/13.1-614.8\/"},{"id":61821,"section_number":"13.1-638","catch_line":"Authorized shares","order_by":null,"url":"\/13.1-638\/"}],"permalink":{"id":150233,"object_type":"law","relational_id":60239,"identifier":"13.1-614.1","token":"13.1\/9\/1.1\/13.1-614.1","url":"\/13.1-614.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-614.1\/","token":"13.1\/9\/1.1\/13.1-614.1","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-614.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this article:\n\t\t“Corporate action” means any action taken by or on behalf of the corporation<\/span>, including any action taken by the incorporator, the board of directors, a committee, an officer or agent of the corporation<\/span>, or the shareholders<\/span>.\n\t\t“Date of the defective corporate action<\/span><\/span>” means the date, or the approximate date if the exact date is unknown, the defective corporate action<\/span> was purported to have been taken.\n\t\t“Defective corporate action<\/span>” means (i) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation<\/span>, but is void or voidable due to a failure of authorization<\/span>, or (ii) an over-issuance of shares<\/span>.\n\t\t“Failure of authorization<\/span>” means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation<\/span> or bylaws, a corporate resolution, or any plan or agreement to which the corporation<\/span> is a party<\/span>, if and to the extent such failure would render such corporate action voidable.\n\t\t“Over-issuance of shares<\/span>” means the purported issuance of:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Shares of a class or series in excess of the number of shares of the class or series the corporation<\/span> had the power to issue<\/span> under § 13.1-638<\/a> at the time of such issuance; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Shares of any class or series that was not then authorized for issuance by the articles of incorporation<\/span>.\n\t\t\t“Putative shares<\/span>” means the shares of any class or series of the corporation<\/span>, including shares issued upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation<\/span>, or interests<\/span> with respect to such shares, that were created or issued as a result of a defective corporate action<\/span>, that (i) but for any failure of authorization<\/span> would constitute valid shares<\/span> or (ii) cannot be determined by the board of directors to be valid shares<\/span>.\n\t\t\t“Valid shares<\/span>” means the shares of any class or series of the corporation<\/span> that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this article.\n\t\t\t“Validation effective time<\/span>” with respect to any defective corporate action<\/span> ratified under this article means the later of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The time at which the ratification of the defective corporate action<\/span> is approved by the shareholders<\/span> or, if approval of shareholders<\/span> is not required, the time at which the notice required by § 13.1-614.5<\/a> becomes effective in accordance with § 13.1-610<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The time at which any document<\/span> filed in accordance with § 13.1-614.7<\/a> becomes effective.\n\t\t\tThe validation effective time<\/span> shall not be affected by the filing or pendency of a proceeding<\/span> under § 13.1-614.8<\/a> or otherwise, unless ordered by the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-614.1)\n\nAs used in this article:\n\t\t“Corporate action” means any action taken by or on behalf of the\ncorporation, including any action taken by the incorporator, the board of\ndirectors, a committee, an officer or agent of the corporation, or the\nshareholders.\n\t\t“Date of the defective corporate action” means the date, or the\napproximate date if the exact date is unknown, the defective corporate action\nwas purported to have been taken.\n\t\t“Defective corporate action” means (i) any corporate action\npurportedly taken that is, and at the time such corporate action was purportedly\ntaken would have been, within the power of the corporation, but is void or\nvoidable due to a failure of authorization, or (ii) an over-issuance of shares.\n\t\t“Failure of authorization” means the failure to authorize,\napprove, or otherwise effect a corporate action in compliance with the\nprovisions of this chapter, the articles of incorporation or bylaws, a corporate\nresolution, or any plan or agreement to which the corporation is a party, if and\nto the extent such failure would render such corporate action voidable.\n\t\t“Over-issuance of shares” means the purported issuance of:\n\n1. Shares of a class or series in excess of the number of shares of the class or\nseries the corporation had the power to issue under § 13.1-638 at the time\nof such issuance; or\n\n2. Shares of any class or series that was not then authorized for issuance by\nthe articles of incorporation.\n\t\t\t“Putative shares” means the shares of any class or series of the\ncorporation, including shares issued upon exercise of rights, options, warrants,\nor other securities convertible into shares of the corporation, or interests\nwith respect to such shares, that were created or issued as a result of a\ndefective corporate action, that (i) but for any failure of authorization would\nconstitute valid shares or (ii) cannot be determined by the board of directors\nto be valid shares.\n\t\t\t“Valid shares” means the shares of any class or series of the\ncorporation that have been duly authorized and validly issued in accordance with\nthis chapter, including as a result of ratification or validation under this\narticle.\n\t\t\t“Validation effective time” with respect to any defective\ncorporate action ratified under this article means the later of:\n\n1. The time at which the ratification of the defective corporate action is\napproved by the shareholders or, if approval of shareholders is not required,\nthe time at which the notice required by § 13.1-614.5 becomes effective in\naccordance with § 13.1-610; and\n\n2. The time at which any document filed in accordance with § 13.1-614.7\nbecomes effective.\n\t\t\tThe validation effective time shall not be affected by the filing or pendency\nof a proceeding under § 13.1-614.8 or otherwise, unless ordered by the\nCommission.\n\nHISTORY: 2019, c. 734; 2020, c. 1226.","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}}