{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-614.8.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-614.8.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-614.8.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-614.8.html"}],"law_id":73843,"edition_id":1,"section_id":73843,"structure_id":15717,"section_number":"13.1-614.8","catch_line":"Commission proceedings regarding validity of corporate actions","history":"2019, c. 734.","full_text":"A\n\nUpon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under \u00a7 13.1-614.3, or any other person claiming to be substantially and adversely affected by a ratification under \u00a7 13.1-614.3, the Commission may:1\n\nDetermine the validity and effectiveness of any corporate action or defective corporate action;2\n\nDetermine the validity and effectiveness of any ratification under § 13.1-614.3;3\n\nDetermine the validity of any putative shares; and4\n\nModify or waive any of the procedures specified in § 13.1-614.3 or 13.1-614.4 to ratify a defective corporate action.B\n\nIn connection with an action under this section, the Commission may make such findings or orders and take into account any factors or considerations regarding such matters as it deems proper under the circumstances.C\n\nService of process of the application under subsection A on the corporation may be made in any manner provided by statutes of the Commonwealth or by rule of the Commission for service on the corporation, and no other party need be joined in order for the Commission to adjudicate the matter. In an action filed by the corporation, the Commission may require notice of the action be provided to other persons specified by the Commission and permit such other persons to intervene in the action.D\n\nNotwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any 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 in a petition filed within 120 days of the validation effective time.","order_by":null,"text":{"0":{"id":265510,"text":"Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under \u00a7 13.1-614.3, or any other person claiming to be substantially and adversely affected by a ratification under \u00a7 13.1-614.3, the Commission may:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":265511,"text":"Determine the validity and effectiveness of any corporate action or defective corporate action;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":265512,"text":"Determine the validity and effectiveness of any ratification under § 13.1-614.3;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":265513,"text":"Determine the validity of any putative shares; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":265514,"text":"Modify or waive any of the procedures specified in § 13.1-614.3 or 13.1-614.4 to ratify a 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":265515,"text":"In connection with an action under this section, the Commission may make such findings or orders and take into account any factors or considerations regarding such matters as it deems proper under the circumstances.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":265516,"text":"Service of process of the application under subsection A on the corporation may be made in any manner provided by statutes of the Commonwealth or by rule of the Commission for service on the corporation, and no other party need be joined in order for the Commission to adjudicate the matter. In an action filed by the corporation, the Commission may require notice of the action be provided to other persons specified by the Commission and permit such other persons to intervene in the action.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"7":{"id":265517,"text":"Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any 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 in a petition filed within 120 days of the validation effective time.","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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-614.8\/","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\/"},{"id":71566,"section_number":"13.1-614.2","catch_line":"Defective corporate actions","order_by":null,"url":"\/13.1-614.2\/"},{"id":85070,"section_number":"13.1-614.6","catch_line":"Effect of ratification","order_by":null,"url":"\/13.1-614.6\/"}],"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":65190,"section_number":"13.1-614.4","catch_line":"Action of ratification","order_by":null,"url":"\/13.1-614.4\/"}],"permalink":{"id":150261,"object_type":"law","relational_id":73843,"identifier":"13.1-614.8","token":"13.1\/9\/1.1\/13.1-614.8","url":"\/13.1-614.8\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-614.8\/","token":"13.1\/9\/1.1\/13.1-614.8","dublin_core":{"Title":"Commission proceedings regarding validity of corporate actions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-614.8","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Upon application by the corporation<\/span>, any successor entity<\/span> to the corporation<\/span>, a director of the corporation<\/span>, any shareholder, beneficial shareholder<\/span>, or unrestricted voting trust beneficial owner<\/span> of the corporation<\/span>, including any such shareholder, beneficial shareholder<\/span>, or unrestricted voting trust beneficial owner<\/span> as of the date of the defective corporate action<\/span><\/span> ratified under \u00a7 13.1-614.3<\/a>, or any other person<\/span> claiming to be substantially and adversely affected by a ratification under \u00a7 13.1-614.3<\/a>, the Commission<\/span> may: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Determine the validity and effectiveness of any corporate action or defective corporate action<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Determine the validity and effectiveness of any ratification under § 13.1-614.3<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Determine the validity of any putative shares<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Modify or waive<\/span> any of the procedures specified in § 13.1-614.3<\/a> or 13.1-614.4<\/a> to ratify a defective corporate action<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In connection with an action under this section, the Commission<\/span> may make such findings<\/span> or orders<\/span> and take into account any factors or considerations regarding such matters as it deems proper under the circumstances. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Service of process<\/span> of the application under subsection A on the corporation<\/span> may be made in any manner provided by statutes<\/span> of the Commonwealth or by rule of the Commission<\/span> for service on the corporation<\/span>, and no other party<\/span> need be joined in order<\/span> for the Commission<\/span> to adjudicate<\/span> the matter. In an action filed by the corporation<\/span>, the Commission<\/span> may require notice of the action be provided to other persons<\/span> specified by the Commission<\/span> and permit such other persons<\/span> to intervene in the action. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Notwithstanding any other provision of this section or otherwise under applicable law<\/span>, any action asserting that the ratification of any 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 in a petition<\/span> filed within 120 days of the validation effective time<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOMMISSION PROCEEDINGS REGARDING VALIDITY OF CORPORATE ACTIONS (\u00a7 13.1-614.8)\n\nA. Upon application by the corporation, any successor entity to the corporation,\na director of the corporation, any shareholder, beneficial shareholder, or\nunrestricted voting trust beneficial owner of the corporation, including any\nsuch shareholder, beneficial shareholder, or unrestricted voting trust\nbeneficial owner as of the date of the defective corporate action ratified under\n\u00a7 13.1-614.3, or any other person claiming to be substantially and adversely\naffected by a ratification under \u00a7 13.1-614.3, the Commission may:\n\n 1. Determine the validity and effectiveness of any corporate action or\n defective corporate action;\n\n 2. Determine the validity and effectiveness of any ratification under §\n 13.1-614.3;\n\n 3. Determine the validity of any putative shares; and\n\n 4. Modify or waive any of the procedures specified in § 13.1-614.3 or\n 13.1-614.4 to ratify a defective corporate action.\n\nB. In connection with an action under this section, the Commission may make such\nfindings or orders and take into account any factors or considerations regarding\nsuch matters as it deems proper under the circumstances.\n\nC. Service of process of the application under subsection A on the corporation\nmay be made in any manner provided by statutes of the Commonwealth or by rule of\nthe Commission for service on the corporation, and no other party need be joined\nin order for the Commission to adjudicate the matter. In an action filed by the\ncorporation, the Commission may require notice of the action be provided to\nother persons specified by the Commission and permit such other persons to\nintervene in the action.\n\nD. Notwithstanding any other provision of this section or otherwise under\napplicable law, any action asserting that the ratification of any defective\ncorporate action and any putative shares issued as a result of such defective\ncorporate action should not be effective, or should be effective only on certain\nconditions, shall be brought in a petition filed within 120 days of the\nvalidation effective time.\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}}