{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-614.5.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-614.5.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-614.5.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-614.5.html"}],"law_id":82085,"edition_id":1,"section_id":82085,"structure_id":15717,"section_number":"13.1-614.5","catch_line":"Notice","history":"2019, c. 734.","full_text":"A\n\nUnless shareholder approval is required under subsection C of § 13.1-614.3, prompt notice of an action taken under § 13.1-614.3 shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.B\n\nThe notice shall contain (i) either a copy of the action taken by the board of directors in accordance with subsection A or B of § 13.1-614.3 or the information required by subdivisions A 1 through 4 or B 1, 2, and 3 of § 13.1-614.3, as applicable, and (ii) a statement that any claim that the ratification of the 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\nNo notice under this section is required with respect to any action required to be submitted to shareholders for approval under subsection C of § 13.1-614.3 if notice is given in accordance with § 13.1-614.4.D\n\nA notice required by this section may be given in any manner permitted by § 13.1-610 and for any public corporation may be given by means of a filing or furnishing of such notice with the U.S. Securities and Exchange Commission.","order_by":null,"text":{"0":{"id":294161,"text":"Unless shareholder approval is required under subsection C of § 13.1-614.3, prompt notice of an action taken under § 13.1-614.3 shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":294162,"text":"The notice shall contain (i) either a copy of the action taken by the board of directors in accordance with subsection A or B of § 13.1-614.3 or the information required by subdivisions A 1 through 4 or B 1, 2, and 3 of § 13.1-614.3, as applicable, and (ii) a statement that any claim that the ratification of the 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":294163,"text":"No notice under this section is required with respect to any action required to be submitted to shareholders for approval under subsection C of § 13.1-614.3 if notice is given in accordance with § 13.1-614.4.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":294164,"text":"A notice required by this section may be given in any manner permitted by § 13.1-610 and for any public corporation may be given by means of a filing or furnishing of such notice with the U.S. Securities and Exchange Commission.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-614.5\/","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":60239,"section_number":"13.1-614.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-614.1\/"}],"refers_to":[{"id":82388,"section_number":"13.1-610","catch_line":"Notices and other communications","order_by":null,"url":"\/13.1-610\/"},{"id":67483,"section_number":"13.1-614.3","catch_line":"Ratification of defective corporate actions","order_by":null,"url":"\/13.1-614.3\/"}],"permalink":{"id":150249,"object_type":"law","relational_id":82085,"identifier":"13.1-614.5","token":"13.1\/9\/1.1\/13.1-614.5","url":"\/13.1-614.5\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-614.5\/","token":"13.1\/9\/1.1\/13.1-614.5","dublin_core":{"Title":"Notice","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-614.5","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless shareholder<\/span> approval is required under subsection C of § 13.1-614.3<\/a>, prompt notice of an action taken under § 13.1-614.3<\/a> shall be given to each holder of valid and putative shares<\/span>, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors and (ii) the date of the defective corporate action<\/span><\/span> ratified, provided that notice shall not be required to be given to holders of valid and putative shares<\/span> whose identities or addresses for notice cannot be determined from the records of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The notice shall contain (i) either a copy of the action taken by the board of directors in accordance with subsection A or B of § 13.1-614.3<\/a> or the information required by subdivisions A 1 through 4 or B 1, 2, and 3 of § 13.1-614.3<\/a>, as applicable, and (ii) a statement that any claim that the ratification of the 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> No notice under this section is required with respect to any action required to be submitted to shareholders<\/span> for approval under subsection C of § 13.1-614.3<\/a> if notice is given in accordance with § 13.1-614.4<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A notice required by this section may be given in any manner permitted by § 13.1-610<\/a> and for any public corporation<\/span> may be given by means of a filing or furnishing of such notice with the U.S. Securities and Exchange Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNOTICE (\u00a7 13.1-614.5)\n\nA. Unless shareholder approval is required under subsection C of §\n13.1-614.3, prompt notice of an action taken under § 13.1-614.3 shall be\ngiven to each holder of valid and putative shares, regardless of whether\nentitled to vote, as of (i) the date of such action by the board of directors\nand (ii) the date of the defective corporate action ratified, provided that\nnotice shall not be required to be given to holders of valid and putative shares\nwhose identities or addresses for notice cannot be determined from the records\nof the corporation.\n\nB. The notice shall contain (i) either a copy of the action taken by the board\nof directors in accordance with subsection A or B of § 13.1-614.3 or the\ninformation required by subdivisions A 1 through 4 or B 1, 2, and 3 of §\n13.1-614.3, as applicable, and (ii) a statement that any claim that the\nratification of the defective corporate action and any putative shares issued as\na result of such defective corporate action should not be effective, or should\nbe effective only on certain conditions, shall be brought within 120 days from\nthe applicable validation effective time.\n\nC. No notice under this section is required with respect to any action required\nto be submitted to shareholders for approval under subsection C of §\n13.1-614.3 if notice is given in accordance with § 13.1-614.4.\n\nD. A notice required by this section may be given in any manner permitted by\n§ 13.1-610 and for any public corporation may be given by means of a filing\nor furnishing of such notice with the U.S. Securities and Exchange Commission.\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}}