{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-643.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-643.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-643.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-643.html"}],"law_id":71847,"edition_id":1,"section_id":71847,"structure_id":14429,"section_number":"13.1-643","catch_line":"Issuance of shares","history":"Code 1950, \u00a7\u00a7 13-97, 13-98, 13.1-15, 13.1-17; 1956, c. 428; 1958, c. 564; 1964, c. 352; 1972, c. 580; 1975, c. 500; 1985, c. 522; 2019, c. 734.","full_text":"A\n\nThe powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.B\n\nAny issuance of shares must be authorized by the board of directors. Shares may be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.C\n\nBefore the corporation issues shares, the board of directors, or if authorized by subdivision D 7 of § 13.1-689, a committee of the board of directors or a senior executive officer, shall determine that the consideration received or to be received for the shares to be issued is adequate. That determination is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. When such a determination has been made and the corporation has received the consideration, the shares issued therefor are fully paid and nonassessable.D\n\nThe corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits are received or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.E\n\nWhere it cannot be determined that outstanding shares are fully paid and nonassessable, there shall be a conclusive presumption that such shares are fully paid and nonassessable if the board of directors makes a good faith determination that there is no substantial evidence that the full consideration for such shares has not been paid.","order_by":null,"text":{"0":{"id":258854,"text":"The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":258855,"text":"Any issuance of shares must be authorized by the board of directors. Shares may be issued for consideration consisting of any tangible or intangible property or benefit to the corporation, including cash, promissory notes, services performed, contracts for services to be performed, or other securities of the corporation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":258856,"text":"Before the corporation issues shares, the board of directors, or if authorized by subdivision D 7 of § 13.1-689, a committee of the board of directors or a senior executive officer, shall determine that the consideration received or to be received for the shares to be issued is adequate. That determination is conclusive insofar as the adequacy of consideration for the issuance of shares relates to whether the shares are validly issued, fully paid and nonassessable. When such a determination has been made and the corporation has received the consideration, the shares issued therefor are fully paid and nonassessable.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":258857,"text":"The corporation may place in escrow shares issued for a contract for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares, and may credit distributions in respect of the shares against their purchase price, until the services are performed, the benefits are received or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the shares escrowed or restricted and the distributions credited may be canceled in whole or part.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":258858,"text":"Where it cannot be determined that outstanding shares are fully paid and nonassessable, there shall be a conclusive presumption that such shares are fully paid and nonassessable if the board of directors makes a good faith determination that there is no substantial evidence that the full consideration for such shares has not been paid.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-643\/","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 1958, chapter 564; in 1964, chapter 352; in 1972, chapter 580; in 1975, chapter 500; in 1985, chapter 522; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":67292,"section_number":"13.1-642","catch_line":"Subscription for shares before incorporation","order_by":null,"url":"\/13.1-642\/"},{"id":55791,"section_number":"13.1-644","catch_line":"Liability of shareholders and others","order_by":null,"url":"\/13.1-644\/"}],"refers_to":[{"id":80537,"section_number":"13.1-689","catch_line":"Committees","order_by":null,"url":"\/13.1-689\/"}],"permalink":{"id":150997,"object_type":"law","relational_id":71847,"identifier":"13.1-643","token":"13.1\/9\/7\/13.1-643","url":"\/13.1-643\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-643\/","token":"13.1\/9\/7\/13.1-643","dublin_core":{"Title":"Issuance of shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-643","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The powers granted in this section to the board of directors may be reserved to the shareholders<\/span> by the articles of incorporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Any issuance of shares<\/span> must be authorized by the board of directors. Shares<\/span> may be issued for consideration consisting of any tangible or intangible property or benefit to the corporation<\/span>, including cash, promissory notes, services performed, contracts<\/span> for services to be performed, or other securities of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Before the corporation<\/span> issues<\/span> shares<\/span>, the board of directors, or if authorized by subdivision D 7 of § 13.1-689<\/a>, a committee of the board of directors or a senior executive officer, shall determine that the consideration received or to be received for the shares<\/span> to be issued is adequate. That determination is conclusive insofar as the adequacy of consideration for the issuance of shares<\/span> relates to whether the shares<\/span> are validly issued, fully paid and nonassessable. When such a determination has been made and the corporation<\/span> has received the consideration, the shares<\/span> issued therefor are fully paid and nonassessable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The corporation<\/span> may place in escrow shares<\/span> issued for a contract<\/span> for future services or benefits or a promissory note, or make other arrangements to restrict the transfer of the shares<\/span>, and may credit distributions<\/span> in respect of the shares<\/span> against their purchase price, until the services are performed, the benefits are received or the note is paid. If the services are not performed, the benefits are not received, or the note is not paid, the shares<\/span> escrowed or restricted and the distributions<\/span> credited may be canceled in whole or part. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Where it cannot be determined that outstanding shares<\/span> are fully paid and nonassessable, there shall be a conclusive presumption<\/span> that such shares<\/span> are fully paid and nonassessable if the board of directors makes a good faith determination that there is no substantial evidence<\/span> that the full consideration for such shares<\/span> has not been paid. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nISSUANCE OF SHARES (\u00a7 13.1-643)\n\nA. The powers granted in this section to the board of directors may be reserved\nto the shareholders by the articles of incorporation.\n\nB. Any issuance of shares must be authorized by the board of directors. Shares\nmay be issued for consideration consisting of any tangible or intangible\nproperty or benefit to the corporation, including cash, promissory notes,\nservices performed, contracts for services to be performed, or other securities\nof the corporation.\n\nC. Before the corporation issues shares, the board of directors, or if\nauthorized by subdivision D 7 of § 13.1-689, a committee of the board of\ndirectors or a senior executive officer, shall determine that the consideration\nreceived or to be received for the shares to be issued is adequate. That\ndetermination is conclusive insofar as the adequacy of consideration for the\nissuance of shares relates to whether the shares are validly issued, fully paid\nand nonassessable. When such a determination has been made and the corporation\nhas received the consideration, the shares issued therefor are fully paid and\nnonassessable.\n\nD. The corporation may place in escrow shares issued for a contract for future\nservices or benefits or a promissory note, or make other arrangements to\nrestrict the transfer of the shares, and may credit distributions in respect of\nthe shares against their purchase price, until the services are performed, the\nbenefits are received or the note is paid. If the services are not performed,\nthe benefits are not received, or the note is not paid, the shares escrowed or\nrestricted and the distributions credited may be canceled in whole or part.\n\nE. Where it cannot be determined that outstanding shares are fully paid and\nnonassessable, there shall be a conclusive presumption that such shares are\nfully paid and nonassessable if the board of directors makes a good faith\ndetermination that there is no substantial evidence that the full consideration\nfor such shares has not been paid.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-97, 13-98, 13.1-15, 13.1-17; 1956, c. 428; 1958, c.\n564; 1964, c. 352; 1972, c. 580; 1975, c. 500; 1985, c. 522; 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}}