{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-639.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-639.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-639.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-639.html"}],"law_id":77802,"edition_id":1,"section_id":77802,"structure_id":14429,"section_number":"13.1-639","catch_line":"Terms of class or series determined by board of directors","history":"Code 1950, \u00a7 13.1-14; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1988, c. 193; 2005, c. 765; 2006, c. 330; 2019, c. 734; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nIf the articles of incorporation so provide, the board of directors, without shareholder action, may, by adoption of an amendment of the articles of incorporation:1\n\nClassify any unissued shares into one or more classes or into one or more series within one or more classes;2\n\nReclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or3\n\nReclassify any unissued shares of any series of any class into one or more classes or into one or more series within one or more classes.B\n\nIf the board of directors acts pursuant to subsection A, it shall determine the terms, including the preferences, rights and limitations, to the same extent permitted under \u00a7 13.1-638, of:1\n\nAny class of shares before the issuance of any shares of that class, or2\n\nAny series within a class before the issuance of any shares of that series.C\n\nUnless the articles of incorporation otherwise provide, the board of directors, without shareholder action, may, by adoption of an amendment of the articles of incorporation, delete from the articles of incorporation any provisions originally adopted by the board of directors without shareholder action fixing the terms, including the preferences, limitations, and rights of any class of shares or series within a class, provided there are no shares of such class or series then outstanding.D\n\nUnless the articles of incorporation otherwise provide, the board of directors of a corporation that is registered as an open-end management investment company under the federal Investment Company Act of 1940, without shareholder action, may, by adoption of an amendment of the articles of incorporation:1\n\nClassify any unissued shares into one or more classes or into one or more series within one or more classes; or2\n\nReclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or3\n\nReclassify any unissued shares of any series of any class into one or more classes or into one or more series within one or more classes.E\n\nWhen the board of directors has adopted an amendment of the articles of incorporation pursuant to subsection A, C, or D, the corporation shall file with the Commission articles of amendment pursuant to § 13.1-710 with the addition, when the board of directors has acted pursuant to subsection A, of any determination made pursuant to subsection B.\n\t\t\tIf the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment. Shares of any class or series that are classified or reclassified under this section by the articles of amendment shall not be issued until the certificate of amendment is effective.F\n\nWhenever the articles of incorporation provide that the board of directors may classify or reclassify unissued shares in the manner prescribed in subsection A, the articles of incorporation shall be deemed to authorize the board of directors to adopt pursuant to this section an amendment to the articles of incorporation without shareholder action unless the articles of incorporation specifically state that shareholder action is required.","order_by":null,"text":{"0":{"id":279050,"text":"If the articles of incorporation so provide, the board of directors, without shareholder action, may, by adoption of an amendment of the articles of incorporation:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":279051,"text":"Classify any unissued shares into one or more classes or into one or more series within one or more classes;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":279052,"text":"Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":279053,"text":"Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within one or more classes.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":279054,"text":"If the board of directors acts pursuant to subsection A, it shall determine the terms, including the preferences, rights and limitations, to the same extent permitted under \u00a7 13.1-638, of:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"B1"},"5":{"id":279055,"text":"Any class of shares before the issuance of any shares of that class, or","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"6":{"id":279056,"text":"Any series within a class before the issuance of any shares of that series.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"7":{"id":279057,"text":"Unless the articles of incorporation otherwise provide, the board of directors, without shareholder action, may, by adoption of an amendment of the articles of incorporation, delete from the articles of incorporation any provisions originally adopted by the board of directors without shareholder action fixing the terms, including the preferences, limitations, and rights of any class of shares or series within a class, provided there are no shares of such class or series then outstanding.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"D"},"8":{"id":279058,"text":"Unless the articles of incorporation otherwise provide, the board of directors of a corporation that is registered as an open-end management investment company under the federal Investment Company Act of 1940, without shareholder action, may, by adoption of an amendment of the articles of incorporation:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"9":{"id":279059,"text":"Classify any unissued shares into one or more classes or into one or more series within one or more classes; or","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"10":{"id":279060,"text":"Reclassify any unissued shares of any class into one or more classes or into one or more series within one or more classes; or","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"11":{"id":279061,"text":"Reclassify any unissued shares of any series of any class into one or more classes or into one or more series within one or more classes.","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"E"},"12":{"id":279062,"text":"When the board of directors has adopted an amendment of the articles of incorporation pursuant to subsection A, C, or D, the corporation shall file with the Commission articles of amendment pursuant to § 13.1-710 with the addition, when the board of directors has acted pursuant to subsection A, of any determination made pursuant to subsection B.\n\t\t\tIf the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment. Shares of any class or series that are classified or reclassified under this section by the articles of amendment shall not be issued until the certificate of amendment is effective.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D3","next_prefix":"F"},"13":{"id":279063,"text":"Whenever the articles of incorporation provide that the board of directors may classify or reclassify unissued shares in the manner prescribed in subsection A, the articles of incorporation shall be deemed to authorize the board of directors to adopt pursuant to this section an amendment to the articles of incorporation without shareholder action unless the articles of incorporation specifically state that shareholder action is required.","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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-639\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 7 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 1988, chapter 193; in 2005, chapter 765<\/a>; in 2006, chapter 330<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":61821,"section_number":"13.1-638","catch_line":"Authorized shares","order_by":null,"url":"\/13.1-638\/"},{"id":55110,"section_number":"13.1-710","catch_line":"Articles of amendment","order_by":null,"url":"\/13.1-710\/"}],"permalink":{"id":150981,"object_type":"law","relational_id":77802,"identifier":"13.1-639","token":"13.1\/9\/7\/13.1-639","url":"\/13.1-639\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-639\/","token":"13.1\/9\/7\/13.1-639","dublin_core":{"Title":"Terms of class or series determined by board of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-639","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If the articles of incorporation<\/span> so provide, the board of directors, without shareholder<\/span> action, may, by adoption of an amendment of the articles of incorporation<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Classify any unissued shares<\/span> into one or more classes or into one or more series within one or more classes; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Reclassify any unissued shares<\/span> of any class into one or more classes or into one or more series within one or more classes; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Reclassify any unissued shares<\/span> of any series of any class into one or more classes or into one or more series within one or more classes. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the board of directors acts pursuant to subsection A, it shall determine the terms, including the preferences, rights and limitations, to the same extent permitted under \u00a7 13.1-638<\/a>, of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Any class of shares<\/span> before the issuance of any shares<\/span> of that class, or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any series within a class before the issuance of any shares<\/span> of that series. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Unless the articles of incorporation<\/span> otherwise provide, the board of directors, without shareholder<\/span> action, may, by adoption of an amendment of the articles of incorporation<\/span>, delete from the articles of incorporation<\/span> any provisions originally adopted by the board of directors without shareholder<\/span> action fixing the terms, including the preferences, limitations, and rights of any class of shares<\/span> or series within a class, provided there are no shares<\/span> of such class or series then outstanding. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Unless the articles of incorporation<\/span> otherwise provide, the board of directors of a corporation<\/span> that is registered as an open-end management investment company under the federal Investment Company Act of 1940, without shareholder<\/span> action, may, by adoption of an amendment of the articles of incorporation<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Classify any unissued shares<\/span> into one or more classes or into one or more series within one or more classes; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Reclassify any unissued shares<\/span> of any class into one or more classes or into one or more series within one or more classes; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Reclassify any unissued shares<\/span> of any series of any class into one or more classes or into one or more series within one or more classes. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> When the board of directors has adopted an amendment of the articles of incorporation<\/span> pursuant to subsection A, C, or D, the corporation<\/span> shall file with the Commission<\/span> articles of amendment pursuant to § 13.1-710<\/a> with the addition, when the board of directors has acted pursuant to subsection A, of any determination made pursuant to subsection B.\n\t\t\tIf the Commission<\/span> finds that the articles of amendment comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of amendment. Shares<\/span> of any class or series that are classified or reclassified under this section by the articles of amendment shall not be issued until the certificate of amendment is effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Whenever the articles of incorporation<\/span> provide that the board of directors may classify or reclassify unissued shares<\/span> in the manner prescribed in subsection A, the articles of incorporation<\/span> shall be deemed to authorize the board of directors to adopt pursuant to this section an amendment to the articles of incorporation<\/span> without shareholder<\/span> action unless the articles of incorporation<\/span> specifically state<\/span> that shareholder<\/span> action is required. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTERMS OF CLASS OR SERIES DETERMINED BY BOARD OF DIRECTORS (\u00a7 13.1-639)\n\nA. If the articles of incorporation so provide, the board of directors, without\nshareholder action, may, by adoption of an amendment of the articles of\nincorporation:\n\n 1. Classify any unissued shares into one or more classes or into one or more\n series within one or more classes;\n\n 2. Reclassify any unissued shares of any class into one or more classes or\n into one or more series within one or more classes; or\n\n 3. Reclassify any unissued shares of any series of any class into one or more\n classes or into one or more series within one or more classes.\n\nB. If the board of directors acts pursuant to subsection A, it shall determine\nthe terms, including the preferences, rights and limitations, to the same extent\npermitted under \u00a7 13.1-638, of:\n\n 1. Any class of shares before the issuance of any shares of that class, or\n\n 2. Any series within a class before the issuance of any shares of that series.\n\nC. Unless the articles of incorporation otherwise provide, the board of\ndirectors, without shareholder action, may, by adoption of an amendment of the\narticles of incorporation, delete from the articles of incorporation any\nprovisions originally adopted by the board of directors without shareholder\naction fixing the terms, including the preferences, limitations, and rights of\nany class of shares or series within a class, provided there are no shares of\nsuch class or series then outstanding.\n\nD. Unless the articles of incorporation otherwise provide, the board of\ndirectors of a corporation that is registered as an open-end management\ninvestment company under the federal Investment Company Act of 1940, without\nshareholder action, may, by adoption of an amendment of the articles of\nincorporation:\n\n 1. Classify any unissued shares into one or more classes or into one or more\n series within one or more classes; or\n\n 2. Reclassify any unissued shares of any class into one or more classes or\n into one or more series within one or more classes; or\n\n 3. Reclassify any unissued shares of any series of any class into one or more\n classes or into one or more series within one or more classes.\n\nE. When the board of directors has adopted an amendment of the articles of\nincorporation pursuant to subsection A, C, or D, the corporation shall file with\nthe Commission articles of amendment pursuant to § 13.1-710 with the\naddition, when the board of directors has acted pursuant to subsection A, of any\ndetermination made pursuant to subsection B.\n\t\t\tIf the Commission finds that the articles of amendment comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of amendment. Shares of any class or series that are classified or\nreclassified under this section by the articles of amendment shall not be issued\nuntil the certificate of amendment is effective.\n\nF. Whenever the articles of incorporation provide that the board of directors\nmay classify or reclassify unissued shares in the manner prescribed in\nsubsection A, the articles of incorporation shall be deemed to authorize the\nboard of directors to adopt pursuant to this section an amendment to the\narticles of incorporation without shareholder action unless the articles of\nincorporation specifically state that shareholder action is required.\n\nHISTORY: Code 1950, \u00a7 13.1-14; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1988,\nc. 193; 2005, c. 765; 2006, c. 330; 2019, c. 734; 2021, Sp. Sess. I, c. 487.","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}}