{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-642.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-642.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-642.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-642.html"}],"law_id":67292,"edition_id":1,"section_id":67292,"structure_id":14429,"section_number":"13.1-642","catch_line":"Subscription for shares before incorporation","history":"Code 1950, \u00a7\u00a7 13-98, 13.1-15; 1956, c. 428; 1972, c. 580; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nA subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.B\n\nThe board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.C\n\nShares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.D\n\nIf a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. The articles of incorporation, bylaws, or the subscription agreement may prescribe other penalties for nonpayment but a subscription and the installments already paid on it may not be forfeited unless the corporation demands the amount due by written notice to the subscriber and it remains unpaid for at least 20 days after the effective date of the notice.E\n\nIf a subscription for unissued shares is forfeited for nonpayment under subsection D, the corporation may sell the shares subscribed for. If the shares are sold by reason of any forfeiture for more than the amount due on the subscription, the corporation shall pay the excess, after deducting the expense of sale, to the subscriber or the subscriber’s representative.F\n\nA subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to § 13.1-643.","order_by":null,"text":{"0":{"id":243846,"text":"A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers agree to revocation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":243847,"text":"The board of directors may determine the payment terms of subscriptions for shares that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares of the same class or series, unless the subscription agreement specifies otherwise.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":243848,"text":"Shares issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation receives the consideration specified in the subscription agreement.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":243849,"text":"If a subscriber defaults in payment of cash or property under a subscription agreement entered into before incorporation, the corporation may collect the amount owed as any other debt. The articles of incorporation, bylaws, or the subscription agreement may prescribe other penalties for nonpayment but a subscription and the installments already paid on it may not be forfeited unless the corporation demands the amount due by written notice to the subscriber and it remains unpaid for at least 20 days after the effective date of the notice.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":243850,"text":"If a subscription for unissued shares is forfeited for nonpayment under subsection D, the corporation may sell the shares subscribed for. If the shares are sold by reason of any forfeiture for more than the amount due on the subscription, the corporation shall pay the excess, after deducting the expense of sale, to the subscriber or the subscriber’s representative.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":243851,"text":"A subscription agreement entered into after incorporation is a contract between the subscriber and the corporation subject to § 13.1-643.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-642\/","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 1972, chapter 580; in 1975, chapter 500; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":71847,"section_number":"13.1-643","catch_line":"Issuance of shares","order_by":null,"url":"\/13.1-643\/"}],"permalink":{"id":150993,"object_type":"law","relational_id":67292,"identifier":"13.1-642","token":"13.1\/9\/7\/13.1-642","url":"\/13.1-642\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-642\/","token":"13.1\/9\/7\/13.1-642","dublin_core":{"Title":"Subscription for shares before incorporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-642","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A subscription for shares<\/span> entered into before incorporation is irrevocable for six months unless the subscription agreement provides a longer or shorter period or all the subscribers<\/span> agree to revocation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The board of directors may determine the payment terms of subscriptions for shares<\/span> that were entered into before incorporation, unless the subscription agreement specifies them. A call for payment by the board of directors must be uniform so far as practicable as to all shares<\/span> of the same class or series, unless the subscription agreement specifies otherwise. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Shares<\/span> issued pursuant to subscriptions entered into before incorporation are fully paid and nonassessable when the corporation<\/span> receives the consideration specified in the subscription agreement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If a subscriber<\/span> defaults<\/span> in payment of cash or property under a subscription agreement entered into before incorporation, the corporation<\/span> may collect the amount owed as any other debt. The articles of incorporation<\/span>, bylaws, or the subscription agreement may prescribe other penalties for nonpayment but a subscription and the installments already paid on it may not be forfeited unless the corporation<\/span> demands the amount due by written<\/span> notice to the subscriber<\/span> and it remains unpaid for at least 20 days after the effective date of the notice. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If a subscription for unissued shares<\/span> is forfeited for nonpayment under subsection D, the corporation<\/span> may sell the shares<\/span> subscribed for. If the shares<\/span> are sold by reason of any forfeiture for more than the amount due on the subscription, the corporation<\/span> shall pay the excess, after deducting the expense of sale, to the subscriber<\/span> or the subscriber<\/span>’s representative. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> A subscription agreement entered into after incorporation is a contract<\/span> between the subscriber<\/span> and the corporation<\/span> subject to § 13.1-643<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSUBSCRIPTION FOR SHARES BEFORE INCORPORATION (\u00a7 13.1-642)\n\nA. A subscription for shares entered into before incorporation is irrevocable\nfor six months unless the subscription agreement provides a longer or shorter\nperiod or all the subscribers agree to revocation.\n\nB. The board of directors may determine the payment terms of subscriptions for\nshares that were entered into before incorporation, unless the subscription\nagreement specifies them. A call for payment by the board of directors must be\nuniform so far as practicable as to all shares of the same class or series,\nunless the subscription agreement specifies otherwise.\n\nC. Shares issued pursuant to subscriptions entered into before incorporation are\nfully paid and nonassessable when the corporation receives the consideration\nspecified in the subscription agreement.\n\nD. If a subscriber defaults in payment of cash or property under a subscription\nagreement entered into before incorporation, the corporation may collect the\namount owed as any other debt. The articles of incorporation, bylaws, or the\nsubscription agreement may prescribe other penalties for nonpayment but a\nsubscription and the installments already paid on it may not be forfeited unless\nthe corporation demands the amount due by written notice to the subscriber and\nit remains unpaid for at least 20 days after the effective date of the notice.\n\nE. If a subscription for unissued shares is forfeited for nonpayment under\nsubsection D, the corporation may sell the shares subscribed for. If the shares\nare sold by reason of any forfeiture for more than the amount due on the\nsubscription, the corporation shall pay the excess, after deducting the expense\nof sale, to the subscriber or the subscriber’s representative.\n\nF. A subscription agreement entered into after incorporation is a contract\nbetween the subscriber and the corporation subject to § 13.1-643.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-98, 13.1-15; 1956, c. 428; 1972, c. 580; 1975, c.\n500; 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}}