{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-638.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-638.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-638.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-638.html"}],"law_id":61821,"edition_id":1,"section_id":61821,"structure_id":14429,"section_number":"13.1-638","catch_line":"Authorized shares","history":"Code 1950, \u00a7\u00a7 13.1-12, 13.1-13; 1956, c. 428; 1958, c. 564; 1985, c. 522; 1990, c. 423; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nThe articles of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class or series and, before the issuance of shares of a class or series, describe the terms, including the preferences, rights and limitations of that class or series. Except to the extent varied as permitted by this section or by subsection B of § 13.1-646, all shares of a class or series shall have terms, including preferences, rights, and limitations, that are identical with those of other shares of the same class or series.B\n\nThe articles of incorporation shall authorize:1\n\nOne or more classes or series of shares that together have full voting rights; and2\n\nOne or more classes or series of shares, which may be the same class or classes or series as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.C\n\nThe articles of incorporation may authorize one or more classes or series of shares that:1\n\nHave special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;2\n\nAre redeemable or convertible as specified in the articles of incorporation:\n\t\t\t\ta. At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;\n\t\t\t\tb. For cash, indebtedness, securities, or other property; and\n\t\t\t\tc. At prices and in amounts specified or determined in accordance with a formula;3\n\nEntitle the holders to distributions, calculated in any manner, including distributions that may be cumulative, noncumulative or partially cumulative;4\n\nHave preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation; or5\n\nEntitle the holders to other specified rights, including a right that no transaction of a specified nature shall be consummated while any such shares remain outstanding except upon the assent of the holders of all or a specified portion of such shares.D\n\nAny of the terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection L of § 13.1-604.E\n\nAny of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.F\n\nThe description of the preferences, rights, and limitations of classes or series of shares in subsection C is not exhaustive.","order_by":null,"text":{"0":{"id":225749,"text":"The articles of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of each class and series, that the corporation is authorized to issue. If more than one class or series of shares is authorized, the articles of incorporation shall prescribe a distinguishing designation for each class or series and, before the issuance of shares of a class or series, describe the terms, including the preferences, rights and limitations of that class or series. Except to the extent varied as permitted by this section or by subsection B of § 13.1-646, all shares of a class or series shall have terms, including preferences, rights, and limitations, that are identical with those of other shares of the same class or series.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":225750,"text":"The articles of incorporation shall authorize:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":225751,"text":"One or more classes or series of shares that together have full voting rights; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":225752,"text":"One or more classes or series of shares, which may be the same class or classes or series as those with voting rights, that together are entitled to receive the net assets of the corporation upon dissolution.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":225753,"text":"The articles of incorporation may authorize one or more classes or series of shares that:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"C1"},"5":{"id":225754,"text":"Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"6":{"id":225755,"text":"Are redeemable or convertible as specified in the articles of incorporation:\n\t\t\t\ta. At the option of the corporation, the shareholder, or another person or upon the occurrence of a specified event;\n\t\t\t\tb. For cash, indebtedness, securities, or other property; and\n\t\t\t\tc. At prices and in amounts specified or determined in accordance with a formula;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"7":{"id":225756,"text":"Entitle the holders to distributions, calculated in any manner, including distributions that may be cumulative, noncumulative or partially cumulative;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"8":{"id":225757,"text":"Have preference over any other class or series of shares with respect to distributions, including distributions upon the dissolution of the corporation; or","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"9":{"id":225758,"text":"Entitle the holders to other specified rights, including a right that no transaction of a specified nature shall be consummated while any such shares remain outstanding except upon the assent of the holders of all or a specified portion of such shares.","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"D"},"10":{"id":225759,"text":"Any of the terms of shares may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection L of § 13.1-604.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C5","next_prefix":"E"},"11":{"id":225760,"text":"Any of the terms of shares may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"12":{"id":225761,"text":"The description of the preferences, rights, and limitations of classes or series of shares in subsection C is not exhaustive.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":14429,"edition_id":1,"name":"Shares and Distributions","identifier":"7","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:48:07","date_modified":"2026-06-26 03:48:07","permalink":{"id":150975,"object_type":"structure","relational_id":14429,"identifier":"7","token":"13.1\/9\/7","url":"\/13.1\/9\/7\/","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":61821,"structure_id":14429,"section_number":"13.1-638","catch_line":"Authorized shares","url":"\/13.1-638\/","token":"13.1\/9\/7\/13.1-638","metadata":false},{"id":77802,"structure_id":14429,"section_number":"13.1-639","catch_line":"Terms of class or series determined by board of directors","url":"\/13.1-639\/","token":"13.1\/9\/7\/13.1-639","metadata":false},{"id":68083,"structure_id":14429,"section_number":"13.1-640","catch_line":"Issued and outstanding shares","url":"\/13.1-640\/","token":"13.1\/9\/7\/13.1-640","metadata":false},{"id":77913,"structure_id":14429,"section_number":"13.1-641","catch_line":"Fractional shares","url":"\/13.1-641\/","token":"13.1\/9\/7\/13.1-641","metadata":false},{"id":67292,"structure_id":14429,"section_number":"13.1-642","catch_line":"Subscription for shares before incorporation","url":"\/13.1-642\/","token":"13.1\/9\/7\/13.1-642","metadata":false},{"id":71847,"structure_id":14429,"section_number":"13.1-643","catch_line":"Issuance of shares","url":"\/13.1-643\/","token":"13.1\/9\/7\/13.1-643","metadata":false},{"id":55791,"structure_id":14429,"section_number":"13.1-644","catch_line":"Liability of shareholders and others","url":"\/13.1-644\/","token":"13.1\/9\/7\/13.1-644","metadata":false},{"id":70669,"structure_id":14429,"section_number":"13.1-645","catch_line":"Share dividends","url":"\/13.1-645\/","token":"13.1\/9\/7\/13.1-645","metadata":false},{"id":56676,"structure_id":14429,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","url":"\/13.1-646\/","token":"13.1\/9\/7\/13.1-646","metadata":false},{"id":73099,"structure_id":14429,"section_number":"13.1-647","catch_line":"Form and content of certificates evidencing shares","url":"\/13.1-647\/","token":"13.1\/9\/7\/13.1-647","metadata":false},{"id":70031,"structure_id":14429,"section_number":"13.1-648","catch_line":"Shares without certificates","url":"\/13.1-648\/","token":"13.1\/9\/7\/13.1-648","metadata":false},{"id":82414,"structure_id":14429,"section_number":"13.1-649","catch_line":"Restriction on transfer of shares and other securities","url":"\/13.1-649\/","token":"13.1\/9\/7\/13.1-649","metadata":false},{"id":63259,"structure_id":14429,"section_number":"13.1-650","catch_line":"Expense of issue","url":"\/13.1-650\/","token":"13.1\/9\/7\/13.1-650","metadata":false},{"id":70896,"structure_id":14429,"section_number":"13.1-651","catch_line":"Shareholders' preemptive rights","url":"\/13.1-651\/","token":"13.1\/9\/7\/13.1-651","metadata":false},{"id":64739,"structure_id":14429,"section_number":"13.1-652","catch_line":"Corporation's acquisition of its own shares","url":"\/13.1-652\/","token":"13.1\/9\/7\/13.1-652","metadata":false},{"id":80786,"structure_id":14429,"section_number":"13.1-653","catch_line":"Distributions to shareholders","url":"\/13.1-653\/","token":"13.1\/9\/7\/13.1-653","metadata":false}],"next_section":{"id":77802,"structure_id":14429,"section_number":"13.1-639","catch_line":"Terms of class or series determined by board of directors","url":"\/13.1-639\/","token":"13.1\/9\/7\/13.1-639","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-638\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 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 1958, chapter 564; in 1985, chapter 522; in 1990, chapter 423; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":60239,"section_number":"13.1-614.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-614.1\/"},{"id":77802,"section_number":"13.1-639","catch_line":"Terms of class or series determined by board of directors","order_by":null,"url":"\/13.1-639\/"},{"id":56676,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","order_by":null,"url":"\/13.1-646\/"},{"id":58410,"section_number":"13.1-726","catch_line":"Voting requirements for affiliated transactions","order_by":null,"url":"\/13.1-726\/"}],"refers_to":[{"id":56676,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","order_by":null,"url":"\/13.1-646\/"}],"permalink":{"id":150977,"object_type":"law","relational_id":61821,"identifier":"13.1-638","token":"13.1\/9\/7\/13.1-638","url":"\/13.1-638\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-638\/","token":"13.1\/9\/7\/13.1-638","dublin_core":{"Title":"Authorized shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-638","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The articles of incorporation<\/span> shall set forth any classes of shares<\/span> and series of shares<\/span> within a class, and the number of shares<\/span> of each class and series, that the corporation<\/span> is authorized to issue<\/span>. If more than one class or series of shares<\/span> is authorized, the articles of incorporation<\/span> shall prescribe a distinguishing designation for each class or series and, before the issuance of shares<\/span> of a class or series, describe the terms, including the preferences, rights and limitations of that class or series. Except to the extent varied as permitted by this section or by subsection B of § 13.1-646<\/a>, all shares<\/span> of a class or series shall have terms, including preferences, rights, and limitations, that are identical with those of other shares<\/span> of the same class or series. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The articles of incorporation<\/span> shall authorize: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> One or more classes or series of shares<\/span> that together have full voting rights; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> One or more classes or series of shares<\/span>, which may be the same class or classes or series as those with voting rights, that together are entitled to receive the net assets<\/span> of the corporation<\/span> upon dissolution. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The articles of incorporation<\/span> may authorize one or more classes or series of shares<\/span> that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Are redeemable or convertible as specified in the articles of incorporation<\/span>:\n\t\t\t\ta. At the option of the corporation<\/span>, the shareholder<\/span>, or another person<\/span> or upon the occurrence of a specified event;\n\t\t\t\tb. For cash, indebtedness, securities, or other property; and\n\t\t\t\tc. At prices and in amounts specified or determined in accordance with a formula; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Entitle the holders to distributions<\/span>, calculated in any manner, including distributions<\/span> that may be cumulative, noncumulative or partially cumulative; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Have preference over any other class or series of shares<\/span> with respect to distributions<\/span>, including distributions<\/span> upon the dissolution of the corporation<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Entitle the holders to other specified rights, including a right that no transaction of a specified nature shall be consummated while any such shares<\/span> remain outstanding except upon the assent of the holders of all or a specified portion of such shares<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Any of the terms of shares<\/span> may be made dependent upon facts<\/span> objectively ascertainable outside the articles of incorporation<\/span> in accordance with subsection L of § 13.1-604<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Any of the terms of shares<\/span> may vary among holders of the same class or series so long as such variations are expressly set forth in the articles of incorporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The description of the preferences, rights, and limitations of classes or series of shares<\/span> in subsection C is not exhaustive. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAUTHORIZED SHARES (\u00a7 13.1-638)\n\nA. The articles of incorporation shall set forth any classes of shares and\nseries of shares within a class, and the number of shares of each class and\nseries, that the corporation is authorized to issue. If more than one class or\nseries of shares is authorized, the articles of incorporation shall prescribe a\ndistinguishing designation for each class or series and, before the issuance of\nshares of a class or series, describe the terms, including the preferences,\nrights and limitations of that class or series. Except to the extent varied as\npermitted by this section or by subsection B of § 13.1-646, all shares of a\nclass or series shall have terms, including preferences, rights, and\nlimitations, that are identical with those of other shares of the same class or\nseries.\n\nB. The articles of incorporation shall authorize:\n\n 1. One or more classes or series of shares that together have full voting\n rights; and\n\n 2. One or more classes or series of shares, which may be the same class or\n classes or series as those with voting rights, that together are entitled to\n receive the net assets of the corporation upon dissolution.\n\nC. The articles of incorporation may authorize one or more classes or series of\nshares that:\n\n 1. Have special, conditional, or limited voting rights, or no right to vote,\n except to the extent otherwise provided by this chapter;\n\n 2. Are redeemable or convertible as specified in the articles of\n incorporation:\n \t\t\t\ta. At the option of the corporation, the shareholder, or another person or\n upon the occurrence of a specified event;\n \t\t\t\tb. For cash, indebtedness, securities, or other property; and\n \t\t\t\tc. At prices and in amounts specified or determined in accordance with a\n formula;\n\n 3. Entitle the holders to distributions, calculated in any manner, including\n distributions that may be cumulative, noncumulative or partially cumulative;\n\n 4. Have preference over any other class or series of shares with respect to\n distributions, including distributions upon the dissolution of the\n corporation; or\n\n 5. Entitle the holders to other specified rights, including a right that no\n transaction of a specified nature shall be consummated while any such shares\n remain outstanding except upon the assent of the holders of all or a specified\n portion of such shares.\n\nD. Any of the terms of shares may be made dependent upon facts objectively\nascertainable outside the articles of incorporation in accordance with\nsubsection L of § 13.1-604.\n\nE. Any of the terms of shares may vary among holders of the same class or series\nso long as such variations are expressly set forth in the articles of\nincorporation.\n\nF. The description of the preferences, rights, and limitations of classes or\nseries of shares in subsection C is not exhaustive.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-12, 13.1-13; 1956, c. 428; 1958, c. 564; 1985, c.\n522; 1990, c. 423; 2005, c. 765; 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}}