{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-614.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-614.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-614.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-614.html"}],"law_id":66358,"edition_id":1,"section_id":66358,"structure_id":15522,"section_number":"13.1-614","catch_line":"Hearing and finality of Commission action; injunctions","history":"Code 1950, \u00a7 13.1-125; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2008, c. 91; 2010, c. 782; 2015, c. 623; 2019, c. 734; 2023, cc. 529, 530.","full_text":"A\n\nThe Commission shall have no power to grant a hearing with respect to any certificate issued by the Commission with respect to any articles filed with the Commission except on a petition by a shareholder filed with the Commission and delivered to the corporation within 30 days after the effective date of the certificate, in which the shareholder asserts that the certification of corporate action contained in the articles contains a misstatement of a material fact as to compliance with statutory requirements, specifying the particulars thereof. After hearing, on notice in writing to the corporation and the shareholder, the Commission shall determine the issues and revoke or refuse to revoke its order accordingly.B\n\nNo court in or outside of the Commonwealth shall have jurisdiction to enjoin or delay the holding of any meeting of directors or shareholders for the purpose of authorizing or consummating any amendment, correction, merger, share exchange, domestication, conversion, dissolution, or termination of corporate existence or the execution or filing with the Commission of any articles or other documents for such purpose, except pursuant to subsection C of § 13.1-661 or for fraud. No court in or outside of the Commonwealth, except the Supreme Court by way of appeal as authorized by law, shall have jurisdiction to review, reverse, correct, or annul any action of the Commission, within the scope of its authority, with regard to any articles, certificate, order, objection, or petition, or to suspend or delay the execution or operation thereof, or to enjoin, restrain, or interfere with the Commission in the performance of its official duties.C\n\nNotwithstanding any provision of subsection A to the contrary, the Commission shall have the power to act upon articles of correction filed by the corporation pursuant to § 13.1-607 or upon a petition filed by a corporation at any time to correct Commission records so as to eliminate the effects of clerical errors and of filings made by a person or persons without authority to act for the corporation, or on the Commission’s own motion to correct Commission records so as to eliminate the effects of clerical errors committed by its staff.","order_by":null,"text":{"0":{"id":240903,"text":"The Commission shall have no power to grant a hearing with respect to any certificate issued by the Commission with respect to any articles filed with the Commission except on a petition by a shareholder filed with the Commission and delivered to the corporation within 30 days after the effective date of the certificate, in which the shareholder asserts that the certification of corporate action contained in the articles contains a misstatement of a material fact as to compliance with statutory requirements, specifying the particulars thereof. After hearing, on notice in writing to the corporation and the shareholder, the Commission shall determine the issues and revoke or refuse to revoke its order accordingly.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":240904,"text":"No court in or outside of the Commonwealth shall have jurisdiction to enjoin or delay the holding of any meeting of directors or shareholders for the purpose of authorizing or consummating any amendment, correction, merger, share exchange, domestication, conversion, dissolution, or termination of corporate existence or the execution or filing with the Commission of any articles or other documents for such purpose, except pursuant to subsection C of § 13.1-661 or for fraud. No court in or outside of the Commonwealth, except the Supreme Court by way of appeal as authorized by law, shall have jurisdiction to review, reverse, correct, or annul any action of the Commission, within the scope of its authority, with regard to any articles, certificate, order, objection, or petition, or to suspend or delay the execution or operation thereof, or to enjoin, restrain, or interfere with the Commission in the performance of its official duties.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":240905,"text":"Notwithstanding any provision of subsection A to the contrary, the Commission shall have the power to act upon articles of correction filed by the corporation pursuant to § 13.1-607 or upon a petition filed by a corporation at any time to correct Commission records so as to eliminate the effects of clerical errors and of filings made by a person or persons without authority to act for the corporation, or on the Commission’s own motion to correct Commission records so as to eliminate the effects of clerical errors committed by its staff.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":15522,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:55:49","date_modified":"2026-06-26 03:55:49","permalink":{"id":150165,"object_type":"structure","relational_id":15522,"identifier":"1","token":"13.1\/9\/1","url":"\/13.1\/9\/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":62759,"structure_id":15522,"section_number":"13.1-601","catch_line":"Short title","url":"\/13.1-601\/","token":"13.1\/9\/1\/13.1-601","metadata":false},{"id":81530,"structure_id":15522,"section_number":"13.1-602","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-602\/","token":"13.1\/9\/1\/13.1-602","metadata":false},{"id":83518,"structure_id":15522,"section_number":"13.1-603","catch_line":"Definitions","url":"\/13.1-603\/","token":"13.1\/9\/1\/13.1-603","metadata":false},{"id":81223,"structure_id":15522,"section_number":"13.1-604","catch_line":"Filing requirements","url":"\/13.1-604\/","token":"13.1\/9\/1\/13.1-604","metadata":false},{"id":79230,"structure_id":15522,"section_number":"13.1-604.1","catch_line":"Filings with the Commission pursuant to reorganization","url":"\/13.1-604.1\/","token":"13.1\/9\/1\/13.1-604.1","metadata":false},{"id":71146,"structure_id":15522,"section_number":"13.1-605","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-605\/","token":"13.1\/9\/1\/13.1-605","metadata":false},{"id":70454,"structure_id":15522,"section_number":"13.1-606","catch_line":"Effective time and date of document","url":"\/13.1-606\/","token":"13.1\/9\/1\/13.1-606","metadata":false},{"id":64529,"structure_id":15522,"section_number":"13.1-607","catch_line":"Correcting filed articles","url":"\/13.1-607\/","token":"13.1\/9\/1\/13.1-607","metadata":false},{"id":76071,"structure_id":15522,"section_number":"13.1-608","catch_line":"Evidentiary effect of copy of filed document","url":"\/13.1-608\/","token":"13.1\/9\/1\/13.1-608","metadata":false},{"id":72852,"structure_id":15522,"section_number":"13.1-609","catch_line":"Certificate of good standing","url":"\/13.1-609\/","token":"13.1\/9\/1\/13.1-609","metadata":false},{"id":82388,"structure_id":15522,"section_number":"13.1-610","catch_line":"Notices and other communications","url":"\/13.1-610\/","token":"13.1\/9\/1\/13.1-610","metadata":false},{"id":70102,"structure_id":15522,"section_number":"13.1-610.1","catch_line":"Householding","url":"\/13.1-610.1\/","token":"13.1\/9\/1\/13.1-610.1","metadata":false},{"id":72196,"structure_id":15522,"section_number":"13.1-611","catch_line":"Number of shareholders","url":"\/13.1-611\/","token":"13.1\/9\/1\/13.1-611","metadata":false},{"id":59175,"structure_id":15522,"section_number":"13.1-612","catch_line":"Penalty for signing false document","url":"\/13.1-612\/","token":"13.1\/9\/1\/13.1-612","metadata":false},{"id":83010,"structure_id":15522,"section_number":"13.1-613","catch_line":"Unlawful to transact or offer to transact business as a corporation unless authorized","url":"\/13.1-613\/","token":"13.1\/9\/1\/13.1-613","metadata":false},{"id":66358,"structure_id":15522,"section_number":"13.1-614","catch_line":"Hearing and finality of Commission action; injunctions","url":"\/13.1-614\/","token":"13.1\/9\/1\/13.1-614","metadata":false}],"previous_section":{"id":83010,"structure_id":15522,"section_number":"13.1-613","catch_line":"Unlawful to transact or offer to transact business as a corporation unless authorized","url":"\/13.1-613\/","token":"13.1\/9\/1\/13.1-613","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-614\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 9 times. 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. Those modifications are as follows: in 1956, chapter 428; in 1975, chapter 500; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2008, chapter 91<\/a>; in 2010, chapter 782<\/a>; in 2015, chapter 623<\/a>; in 2019, chapter 734<\/a>; in 2023, chapters 529<\/a> and 530<\/a>.<\/p>","references":[{"id":78022,"section_number":"13.1-741.1","catch_line":"Limitations on other remedies for fundamental transactions","order_by":null,"url":"\/13.1-741.1\/"},{"id":74233,"section_number":"13.1-995","catch_line":"Members to have rights of shareholders","order_by":null,"url":"\/13.1-995\/"}],"refers_to":[{"id":64529,"section_number":"13.1-607","catch_line":"Correcting filed articles","order_by":null,"url":"\/13.1-607\/"},{"id":68550,"section_number":"13.1-661","catch_line":"Shareholders' list for meeting","order_by":null,"url":"\/13.1-661\/"}],"permalink":{"id":150227,"object_type":"law","relational_id":66358,"identifier":"13.1-614","token":"13.1\/9\/1\/13.1-614","url":"\/13.1-614\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-614\/","token":"13.1\/9\/1\/13.1-614","dublin_core":{"Title":"Hearing and finality of Commission action; injunctions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-614","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The Commission<\/span> shall have no power to grant a hearing<\/span> with respect to any certificate issued by the Commission<\/span> with respect to any articles filed with the Commission<\/span> except on a petition<\/span> by a shareholder<\/span> filed with the Commission<\/span> and delivered to the corporation<\/span> within 30 days after the effective date of the certificate, in which the shareholder<\/span> asserts that the certification of corporate action contained in the articles contains a misstatement of a material<\/span> fact<\/span> as to compliance with statutory requirements, specifying the particulars thereof. After hearing<\/span>, on notice in writing<\/span> to the corporation<\/span> and the shareholder<\/span>, the Commission<\/span> shall determine the issues<\/span> and revoke or refuse to revoke its order<\/span> accordingly. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> No court<\/span> in or outside of the Commonwealth shall have jurisdiction<\/span> to enjoin or delay the holding of any meeting of directors or shareholders<\/span> for the purpose of authorizing or consummating any amendment, correction, merger<\/span>, share exchange<\/span>, domestication, conversion, dissolution, or termination of corporate existence or the execution or filing with the Commission<\/span> of any articles or other documents<\/span> for such purpose, except pursuant to subsection C of § 13.1-661<\/a> or for fraud<\/span>. No court<\/span> in or outside of the Commonwealth, except the Supreme Court<\/span> by way of appeal<\/span> as authorized by law<\/span>, shall have jurisdiction<\/span> to review, reverse<\/span>, correct, or annul any action of the Commission<\/span>, within the scope of its authority, with regard to any articles, certificate, order<\/span>, objection, or petition<\/span>, or to suspend or delay the execution or operation thereof, or to enjoin, restrain, or interfere with the Commission<\/span> in the performance of its official duties. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Notwithstanding any provision of subsection A to the contrary, the Commission<\/span> shall have the power to act upon articles of correction filed by the corporation<\/span> pursuant to § 13.1-607<\/a> or upon a petition<\/span> filed by a corporation<\/span> at any time to correct Commission<\/span> records so as to eliminate the effects of clerical errors and of filings made by a person<\/span> or persons<\/span> without authority to act for the corporation<\/span>, or on the Commission<\/span>’s own motion<\/span> to correct Commission<\/span> records so as to eliminate the effects of clerical errors committed by its staff. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nHEARING AND FINALITY OF COMMISSION ACTION; INJUNCTIONS (\u00a7 13.1-614)\n\nA. The Commission shall have no power to grant a hearing with respect to any\ncertificate issued by the Commission with respect to any articles filed with the\nCommission except on a petition by a shareholder filed with the Commission and\ndelivered to the corporation within 30 days after the effective date of the\ncertificate, in which the shareholder asserts that the certification of\ncorporate action contained in the articles contains a misstatement of a material\nfact as to compliance with statutory requirements, specifying the particulars\nthereof. After hearing, on notice in writing to the corporation and the\nshareholder, the Commission shall determine the issues and revoke or refuse to\nrevoke its order accordingly.\n\nB. No court in or outside of the Commonwealth shall have jurisdiction to enjoin\nor delay the holding of any meeting of directors or shareholders for the purpose\nof authorizing or consummating any amendment, correction, merger, share\nexchange, domestication, conversion, dissolution, or termination of corporate\nexistence or the execution or filing with the Commission of any articles or\nother documents for such purpose, except pursuant to subsection C of §\n13.1-661 or for fraud. No court in or outside of the Commonwealth, except the\nSupreme Court by way of appeal as authorized by law, shall have jurisdiction to\nreview, reverse, correct, or annul any action of the Commission, within the\nscope of its authority, with regard to any articles, certificate, order,\nobjection, or petition, or to suspend or delay the execution or operation\nthereof, or to enjoin, restrain, or interfere with the Commission in the\nperformance of its official duties.\n\nC. Notwithstanding any provision of subsection A to the contrary, the Commission\nshall have the power to act upon articles of correction filed by the corporation\npursuant to § 13.1-607 or upon a petition filed by a corporation at any\ntime to correct Commission records so as to eliminate the effects of clerical\nerrors and of filings made by a person or persons without authority to act for\nthe corporation, or on the Commission’s own motion to correct Commission\nrecords so as to eliminate the effects of clerical errors committed by its\nstaff.\n\nHISTORY: Code 1950, \u00a7 13.1-125; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005,\nc. 765; 2008, c. 91; 2010, c. 782; 2015, c. 623; 2019, c. 734; 2023, cc. 529,\n530.","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}}