{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-614.4.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-614.4.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-614.4.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-614.4.html"}],"law_id":65190,"edition_id":1,"section_id":65190,"structure_id":15717,"section_number":"13.1-614.4","catch_line":"Action of ratification","history":"2019, c. 734.","full_text":"A\n\nThe quorum and voting requirements applicable to a ratifying action by the board of directors under subsection A of § 13.1-614.3 shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.B\n\nIf the ratification of the defective corporate action requires approval by the shareholders under subsection C of § 13.1-614.3, and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative shares, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice shall not be required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice shall state that the purpose, or one of the purposes, of the meeting, is to consider ratification of a defective corporate action and shall be accompanied by (i) either a copy of the action taken by the board of directors in accordance with subsection A of § 13.1-614.3 or the information required by subdivisions A 1 through A 4 of § 13.1-614.3 and (ii) a statement that any claim that the ratification of such defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.C\n\nExcept as provided in subsection D with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by subsection C of § 13.1-614.3 shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such shareholder approval.D\n\nThe approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring such ratification exceed the votes cast opposing such ratification of the election at a meeting at which a quorum is present.E\n\nPutative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders under subsection C of § 13.1-614.3, and without giving effect to any ratification of putative shares that becomes effective as a result of such vote, shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.F\n\nIf the approval under this section of putative shares would result in an over-issuance of shares, in addition to the approval required by § 13.1-614.3, the corporation shall approve an amendment of the articles of incorporation under Article 11 (§ 13.1-705 et seq.) to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there is no over-issuance of shares.","order_by":null,"text":{"0":{"id":237113,"text":"The quorum and voting requirements applicable to a ratifying action by the board of directors under subsection A of § 13.1-614.3 shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":237114,"text":"If the ratification of the defective corporate action requires approval by the shareholders under subsection C of § 13.1-614.3, and if the approval is to be given at a meeting, the corporation shall notify each holder of valid and putative shares, regardless of whether entitled to vote, as of the record date for notice of the meeting and as of the date of the occurrence of defective corporate action, provided that notice shall not be required to be given to holders of valid or putative shares whose identities or addresses for notice cannot be determined from the records of the corporation. The notice shall state that the purpose, or one of the purposes, of the meeting, is to consider ratification of a defective corporate action and shall be accompanied by (i) either a copy of the action taken by the board of directors in accordance with subsection A of § 13.1-614.3 or the information required by subdivisions A 1 through A 4 of § 13.1-614.3 and (ii) a statement that any claim that the ratification of such defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":237115,"text":"Except as provided in subsection D with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders required by subsection C of § 13.1-614.3 shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such shareholder approval.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":237116,"text":"The approval by shareholders to ratify the election of a director requires that the votes cast within the voting group favoring such ratification exceed the votes cast opposing such ratification of the election at a meeting at which a quorum is present.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":237117,"text":"Putative shares on the record date for determining the shareholders entitled to vote on any matter submitted to shareholders under subsection C of § 13.1-614.3, and without giving effect to any ratification of putative shares that becomes effective as a result of such vote, shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":237118,"text":"If the approval under this section of putative shares would result in an over-issuance of shares, in addition to the approval required by § 13.1-614.3, the corporation shall approve an amendment of the articles of incorporation under Article 11 (§ 13.1-705 et seq.) to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there is no over-issuance of shares.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-614.4\/","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":67483,"section_number":"13.1-614.3","catch_line":"Ratification of defective corporate actions","order_by":null,"url":"\/13.1-614.3\/"},{"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":67483,"section_number":"13.1-614.3","catch_line":"Ratification of defective corporate actions","order_by":null,"url":"\/13.1-614.3\/"},{"id":71609,"section_number":"13.1-705","catch_line":"Authority to amend articles of incorporation","order_by":null,"url":"\/13.1-705\/"}],"permalink":{"id":150245,"object_type":"law","relational_id":65190,"identifier":"13.1-614.4","token":"13.1\/9\/1.1\/13.1-614.4","url":"\/13.1-614.4\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-614.4\/","token":"13.1\/9\/1.1\/13.1-614.4","dublin_core":{"Title":"Action of ratification","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-614.4","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The quorum and voting requirements applicable to a ratifying action by the board of directors under subsection A of § 13.1-614.3<\/a> shall be the quorum and voting requirements applicable to the corporate action<\/span> proposed to be ratified at the time such ratifying action is taken. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the ratification of the defective corporate action<\/span> requires approval by the shareholders<\/span> under subsection C of § 13.1-614.3<\/a>, and if the approval is to be given at a meeting, the corporation<\/span> shall notify each holder of valid and putative shares<\/span>, regardless of whether entitled to vote, as of the record date<\/span> for notice of the meeting and as of the date of the occurrence of defective corporate action<\/span>, provided that notice shall not be required to be given to holders of valid or putative shares<\/span> whose identities or addresses for notice cannot be determined from the records of the corporation<\/span>. The notice shall state<\/span> that the purpose, or one of the purposes, of the meeting, is to consider ratification of a defective corporate action<\/span> and shall be accompanied by (i) either a copy of the action taken by the board of directors in accordance with subsection A of § 13.1-614.3<\/a> or the information required by subdivisions A 1 through A 4 of § 13.1-614.3<\/a> and (ii) a statement that any claim that the ratification of such defective corporate action<\/span> and any putative shares<\/span> issued as a result of such defective corporate action<\/span> should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Except as provided in subsection D with respect to the voting requirements to ratify the election of a director, the quorum and voting requirements applicable to the approval by the shareholders<\/span> required by subsection C of § 13.1-614.3<\/a> shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time of such shareholder<\/span> approval. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The approval by shareholders<\/span> to ratify the election of a director requires that the votes cast within the voting group<\/span> favoring such ratification exceed the votes cast opposing such ratification of the election at a meeting at which a quorum is present. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Putative shares<\/span> on the record date<\/span> for determining the shareholders<\/span> entitled to vote on any matter submitted to shareholders<\/span> under subsection C of § 13.1-614.3<\/a>, and without giving effect to any ratification of putative shares<\/span> that becomes effective as a result of such vote, shall neither be entitled to vote nor counted for quorum purposes in any vote to approve the ratification of any defective corporate action<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> If the approval under this section of putative shares<\/span> would result in an over-issuance of shares<\/span>, in addition to the approval required by § 13.1-614.3<\/a>, the corporation<\/span> shall approve an amendment of the articles of incorporation<\/span> under Article 11 (§ 13.1-705<\/a> et seq.) to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there is no over-issuance of shares<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACTION OF RATIFICATION (\u00a7 13.1-614.4)\n\nA. The quorum and voting requirements applicable to a ratifying action by the\nboard of directors under subsection A of § 13.1-614.3 shall be the quorum\nand voting requirements applicable to the corporate action proposed to be\nratified at the time such ratifying action is taken.\n\nB. If the ratification of the defective corporate action requires approval by\nthe shareholders under subsection C of § 13.1-614.3, and if the approval is\nto be given at a meeting, the corporation shall notify each holder of valid and\nputative shares, regardless of whether entitled to vote, as of the record date\nfor notice of the meeting and as of the date of the occurrence of defective\ncorporate action, provided that notice shall not be required to be given to\nholders of valid or putative shares whose identities or addresses for notice\ncannot be determined from the records of the corporation. The notice shall state\nthat the purpose, or one of the purposes, of the meeting, is to consider\nratification of a defective corporate action and shall be accompanied by (i)\neither a copy of the action taken by the board of directors in accordance with\nsubsection A of § 13.1-614.3 or the information required by subdivisions A\n1 through A 4 of § 13.1-614.3 and (ii) a statement that any claim that the\nratification of such defective corporate action and any putative shares issued\nas a result of such defective corporate action should not be effective, or\nshould be effective only on certain conditions, shall be brought within 120 days\nfrom the applicable validation effective time.\n\nC. Except as provided in subsection D with respect to the voting requirements to\nratify the election of a director, the quorum and voting requirements applicable\nto the approval by the shareholders required by subsection C of §\n13.1-614.3 shall be the quorum and voting requirements applicable to the\ncorporate action proposed to be ratified at the time of such shareholder\napproval.\n\nD. The approval by shareholders to ratify the election of a director requires\nthat the votes cast within the voting group favoring such ratification exceed\nthe votes cast opposing such ratification of the election at a meeting at which\na quorum is present.\n\nE. Putative shares on the record date for determining the shareholders entitled\nto vote on any matter submitted to shareholders under subsection C of §\n13.1-614.3, and without giving effect to any ratification of putative shares\nthat becomes effective as a result of such vote, shall neither be entitled to\nvote nor counted for quorum purposes in any vote to approve the ratification of\nany defective corporate action.\n\nF. If the approval under this section of putative shares would result in an\nover-issuance of shares, in addition to the approval required by §\n13.1-614.3, the corporation shall approve an amendment of the articles of\nincorporation under Article 11 (§ 13.1-705 et seq.) to increase the number\nof shares of an authorized class or series or to authorize the creation of a\nclass or series of shares so there is no over-issuance of shares.\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}}