{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-641.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-641.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-641.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-641.html"}],"law_id":77913,"edition_id":1,"section_id":77913,"structure_id":14429,"section_number":"13.1-641","catch_line":"Fractional shares","history":"Code 1950, \u00a7 13.1-21; 1956, c. 428; 1958, c. 564; 1966, c. 466; 1975, c. 500; 1984, c. 613; 1985, c. 522; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nUnless the articles of incorporation provide otherwise, a corporation may, if authorized by its board of directors, issue fractions of a share or in lieu of doing so may:1\n\nPay in cash the value of fractions of a share;2\n\nIssue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share; or3\n\nArrange for disposition of fractional shares held by the shareholders.B\n\nEach certificate representing scrip shall be conspicuously labeled “Scrip” and shall contain the applicable information required by subsection B of § 13.1-647.C\n\nThe holder of a fractional share is entitled to exercise the rights of a shareholder, including the rights to vote and to receive distributions, including distributions upon dissolution. The holder of scrip is not entitled to any rights of a shareholder unless the scrip provides for them.D\n\nThe board of directors may authorize the issuance of scrip subject to any condition, including that:1\n\nThe scrip will become void if not exchanged for full shares before a specified date; and2\n\nThe shares for which the scrip is exchangeable may be sold by the corporation and the proceeds paid to the scrip holders.E\n\nWhen a corporation is to pay in cash the value of fractions of a share such value shall be determined by the board of directors. A good faith judgment of the board of directors as to the value of a fractional share is conclusive.","order_by":null,"text":{"0":{"id":279375,"text":"Unless the articles of incorporation provide otherwise, a corporation may, if authorized by its board of directors, issue fractions of a share or in lieu of doing so may:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":279376,"text":"Pay in cash the value of fractions of a share;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":279377,"text":"Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share; or","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":279378,"text":"Arrange for disposition of fractional shares held by the shareholders.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":279379,"text":"Each certificate representing scrip shall be conspicuously labeled “Scrip” and shall contain the applicable information required by subsection B of § 13.1-647.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":279380,"text":"The holder of a fractional share is entitled to exercise the rights of a shareholder, including the rights to vote and to receive distributions, including distributions upon dissolution. The holder of scrip is not entitled to any rights of a shareholder unless the scrip provides for them.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"6":{"id":279381,"text":"The board of directors may authorize the issuance of scrip subject to any condition, including that:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"7":{"id":279382,"text":"The scrip will become void if not exchanged for full shares before a specified date; and","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"8":{"id":279383,"text":"The shares for which the scrip is exchangeable may be sold by the corporation and the proceeds paid to the scrip holders.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"E"},"9":{"id":279384,"text":"When a corporation is to pay in cash the value of fractions of a share such value shall be determined by the board of directors. A good faith judgment of the board of directors as to the value of a fractional share is conclusive.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-641\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 8 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 1966, chapter 466; in 1975, chapter 500; in 1984, chapter 613; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":150989,"object_type":"law","relational_id":77913,"identifier":"13.1-641","token":"13.1\/9\/7\/13.1-641","url":"\/13.1-641\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-641\/","token":"13.1\/9\/7\/13.1-641","dublin_core":{"Title":"Fractional shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-641","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless the articles of incorporation<\/span> provide otherwise, a corporation<\/span> may, if authorized by its board of directors, issue<\/span> fractions of a share or in lieu of doing so may: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Pay in cash the value of fractions of a share; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Issue<\/span> scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Arrange for disposition<\/span> of fractional shares<\/span> held by the shareholders<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Each certificate representing scrip shall be conspicuously labeled “Scrip” and shall contain the applicable information required by subsection B of § 13.1-647<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The holder of a fractional share is entitled to exercise the rights of a shareholder<\/span>, including the rights to vote and to receive distributions<\/span>, including distributions<\/span> upon dissolution. The holder of scrip is not entitled to any rights of a shareholder<\/span> unless the scrip provides for them. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The board of directors may authorize the issuance of scrip subject to any condition, including that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The scrip will become void if not exchanged for full shares<\/span> before a specified date; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The shares<\/span> for which the scrip is exchangeable may be sold by the corporation<\/span> and the proceeds paid to the scrip holders. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> When a corporation<\/span> is to pay in cash the value of fractions of a share such value shall be determined by the board of directors. A good faith judgment<\/span> of the board of directors as to the value of a fractional share is conclusive. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFRACTIONAL SHARES (\u00a7 13.1-641)\n\nA. Unless the articles of incorporation provide otherwise, a corporation may, if\nauthorized by its board of directors, issue fractions of a share or in lieu of\ndoing so may:\n\n 1. Pay in cash the value of fractions of a share;\n\n 2. Issue scrip in registered or bearer form entitling the holder to receive a\n full share upon surrendering enough scrip to equal a full share; or\n\n 3. Arrange for disposition of fractional shares held by the shareholders.\n\nB. Each certificate representing scrip shall be conspicuously labeled\n“Scrip” and shall contain the applicable information required by\nsubsection B of § 13.1-647.\n\nC. The holder of a fractional share is entitled to exercise the rights of a\nshareholder, including the rights to vote and to receive distributions,\nincluding distributions upon dissolution. The holder of scrip is not entitled to\nany rights of a shareholder unless the scrip provides for them.\n\nD. The board of directors may authorize the issuance of scrip subject to any\ncondition, including that:\n\n 1. The scrip will become void if not exchanged for full shares before a\n specified date; and\n\n 2. The shares for which the scrip is exchangeable may be sold by the\n corporation and the proceeds paid to the scrip holders.\n\nE. When a corporation is to pay in cash the value of fractions of a share such\nvalue shall be determined by the board of directors. A good faith judgment of\nthe board of directors as to the value of a fractional share is conclusive.\n\nHISTORY: Code 1950, \u00a7 13.1-21; 1956, c. 428; 1958, c. 564; 1966, c. 466; 1975,\nc. 500; 1984, c. 613; 1985, c. 522; 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}}