{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-614.3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-614.3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-614.3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-614.3.html"}],"law_id":67483,"edition_id":1,"section_id":67483,"structure_id":15717,"section_number":"13.1-614.3","catch_line":"Ratification of defective corporate actions","history":"2019, c. 734.","full_text":"A\n\nTo ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection B, the board of directors shall adopt resolutions ratifying the action in accordance with \u00a7 13.1-614.4, stating:1\n\nThe defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued;2\n\nThe date of the defective corporate action;3\n\nThe nature of the failure of authorization with respect to the defective corporate action to be ratified; and4\n\nThat the board of directors approves the ratification of the defective corporate action.B\n\nIn the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under subdivision A 2 of \u00a7 13.1-623, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating:1\n\nThe name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;2\n\nThe earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and3\n\nThat the ratification of the election of such person or persons as the initial board of directors is approved.C\n\nIf any provision of this chapter, the articles of incorporation or bylaws, any corporate resolution or any plan or agreement to which the corporation is a party in effect at the time action under subsection A is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of defective corporate action approved in the action taken by the directors under subsection A shall be submitted to the shareholders for approval in accordance with § 13.1-614.4.D\n\nUnless otherwise provided in the action taken by the board of directors under subsection A, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.","order_by":null,"text":{"0":{"id":244518,"text":"To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection B, the board of directors shall adopt resolutions ratifying the action in accordance with \u00a7 13.1-614.4, stating:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":244519,"text":"The defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":244520,"text":"The date of the defective corporate action;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":244521,"text":"The nature of the failure of authorization with respect to the defective corporate action to be ratified; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":244522,"text":"That the board of directors approves the ratification of the defective corporate action.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":244523,"text":"In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under subdivision A 2 of \u00a7 13.1-623, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"B1"},"6":{"id":244524,"text":"The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"7":{"id":244525,"text":"The earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"8":{"id":244526,"text":"That the ratification of the election of such person or persons as the initial board of directors is approved.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"9":{"id":244527,"text":"If any provision of this chapter, the articles of incorporation or bylaws, any corporate resolution or any plan or agreement to which the corporation is a party in effect at the time action under subsection A is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of defective corporate action approved in the action taken by the directors under subsection A shall be submitted to the shareholders for approval in accordance with § 13.1-614.4.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"10":{"id":244528,"text":"Unless otherwise provided in the action taken by the board of directors under subsection A, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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}],"previous_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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-614.3\/","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.<\/p>","references":[{"id":71566,"section_number":"13.1-614.2","catch_line":"Defective corporate actions","order_by":null,"url":"\/13.1-614.2\/"},{"id":65190,"section_number":"13.1-614.4","catch_line":"Action of ratification","order_by":null,"url":"\/13.1-614.4\/"},{"id":82085,"section_number":"13.1-614.5","catch_line":"Notice","order_by":null,"url":"\/13.1-614.5\/"},{"id":85070,"section_number":"13.1-614.6","catch_line":"Effect of ratification","order_by":null,"url":"\/13.1-614.6\/"},{"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\/"}],"refers_to":[{"id":65190,"section_number":"13.1-614.4","catch_line":"Action of ratification","order_by":null,"url":"\/13.1-614.4\/"},{"id":63296,"section_number":"13.1-623","catch_line":"Organization of corporation","order_by":null,"url":"\/13.1-623\/"}],"permalink":{"id":150241,"object_type":"law","relational_id":67483,"identifier":"13.1-614.3","token":"13.1\/9\/1.1\/13.1-614.3","url":"\/13.1-614.3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-614.3\/","token":"13.1\/9\/1.1\/13.1-614.3","dublin_core":{"Title":"Ratification of defective corporate actions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-614.3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> To ratify a defective corporate action<\/span> under this section, other than the ratification of an election of the initial board of directors under subsection B, the board of directors shall adopt resolutions ratifying the action in accordance with \u00a7 13.1-614.4<\/a>, stating: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The defective corporate action<\/span> to be ratified and, if the defective corporate action<\/span> involved the issuance of putative shares<\/span>, the number and type of putative shares<\/span> purportedly issued; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The date of the defective corporate action<\/span><\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The nature of the failure of authorization<\/span> with respect to the defective corporate action<\/span> to be ratified; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> That the board of directors approves the ratification of the defective corporate action<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In the event that a defective corporate action<\/span> to be ratified relates to the election of the initial board of directors of the corporation<\/span> under subdivision A 2 of \u00a7 13.1-623<\/a>, a majority of the persons<\/span> who, at the time of the ratification, are exercising the powers of directors may take an action stating: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the person<\/span> or persons<\/span> who first took action in the name of the corporation<\/span> as the initial board of directors of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The earlier of the date on which such persons<\/span> first took such action or were purported to have been elected as the initial board of directors; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the ratification of the election of such person<\/span> or persons<\/span> as the initial board of directors is approved. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If any provision of this chapter, the articles of incorporation<\/span> or bylaws, any corporate resolution or any plan or agreement to which the corporation<\/span> is a party<\/span> in effect at the time action under subsection A is taken requires shareholder<\/span> approval or would have required shareholder<\/span> approval at the date of the occurrence of the defective corporate action<\/span>, the ratification of defective corporate action<\/span> approved in the action taken by the directors under subsection A shall be submitted to the shareholders<\/span> for approval in accordance with § 13.1-614.4<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Unless otherwise provided in the action taken by the board of directors under subsection A, after the action by the board of directors has been taken and, if required, approved by the shareholders<\/span>, the board of directors may abandon the ratification at any time before the validation effective time<\/span> without further action of the shareholders<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRATIFICATION OF DEFECTIVE CORPORATE ACTIONS (\u00a7 13.1-614.3)\n\nA. To ratify a defective corporate action under this section, other than the\nratification of an election of the initial board of directors under subsection\nB, the board of directors shall adopt resolutions ratifying the action in\naccordance with \u00a7 13.1-614.4, stating:\n\n 1. The defective corporate action to be ratified and, if the defective\n corporate action involved the issuance of putative shares, the number and type\n of putative shares purportedly issued;\n\n 2. The date of the defective corporate action;\n\n 3. The nature of the failure of authorization with respect to the defective\n corporate action to be ratified; and\n\n 4. That the board of directors approves the ratification of the defective\n corporate action.\n\nB. In the event that a defective corporate action to be ratified relates to the\nelection of the initial board of directors of the corporation under subdivision\nA 2 of \u00a7 13.1-623, a majority of the persons who, at the time of the\nratification, are exercising the powers of directors may take an action stating:\n\n 1. The name of the person or persons who first took action in the name of the\n corporation as the initial board of directors of the corporation;\n\n 2. The earlier of the date on which such persons first took such action or\n were purported to have been elected as the initial board of directors; and\n\n 3. That the ratification of the election of such person or persons as the\n initial board of directors is approved.\n\nC. If any provision of this chapter, the articles of incorporation or bylaws,\nany corporate resolution or any plan or agreement to which the corporation is a\nparty in effect at the time action under subsection A is taken requires\nshareholder approval or would have required shareholder approval at the date of\nthe occurrence of the defective corporate action, the ratification of defective\ncorporate action approved in the action taken by the directors under subsection\nA shall be submitted to the shareholders for approval in accordance with §\n13.1-614.4.\n\nD. Unless otherwise provided in the action taken by the board of directors under\nsubsection A, after the action by the board of directors has been taken and, if\nrequired, approved by the shareholders, the board of directors may abandon the\nratification at any time before the validation effective time without further\naction of the shareholders.\n\nHISTORY: 2019, c. 734.","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}}