{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-645.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-645.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-645.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-645.html"}],"law_id":70669,"edition_id":1,"section_id":70669,"structure_id":14429,"section_number":"13.1-645","catch_line":"Share dividends","history":"Code 1950, \u00a7\u00a7 13-37, 13.1-19; 1956, c. 428; 1972, c. 580; 1975, c. 500; 1985, c. 522; 2019, c. 734.","full_text":"A\n\nUnless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.B\n\nShares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (i) the articles of incorporation so authorize, (ii) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (iii) there are no outstanding shares of the class or series to be issued. For purposes of this subsection, if a security convertible into or carrying a right to subscribe for or acquire shares of the class or series to be issued is outstanding, the holders shall be deemed to be holders of the class or series.C\n\nIf the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.","order_by":null,"text":{"0":{"id":254936,"text":"Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation’s shareholders or to the shareholders of one or more classes or series of shares. An issuance of shares under this subsection is a share dividend.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":254937,"text":"Shares of one class or series may not be issued as a share dividend in respect of shares of another class or series unless (i) the articles of incorporation so authorize, (ii) a majority of the votes entitled to be cast by the class or series to be issued approve the issue, or (iii) there are no outstanding shares of the class or series to be issued. For purposes of this subsection, if a security convertible into or carrying a right to subscribe for or acquire shares of the class or series to be issued is outstanding, the holders shall be deemed to be holders of the class or series.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":254938,"text":"If the board of directors does not fix the record date for determining shareholders entitled to a share dividend, it is the date the board of directors authorizes the share dividend.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-645\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 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 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":151005,"object_type":"law","relational_id":70669,"identifier":"13.1-645","token":"13.1\/9\/7\/13.1-645","url":"\/13.1-645\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-645\/","token":"13.1\/9\/7\/13.1-645","dublin_core":{"Title":"Share dividends","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-645","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless the articles of incorporation<\/span> provide otherwise, shares<\/span> may be issued pro rata and without consideration to the corporation<\/span>’s shareholders<\/span> or to the shareholders<\/span> of one or more classes or series of shares<\/span>. An issuance of shares<\/span> under this subsection is a share dividend. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Shares<\/span> of one class or series may not be issued as a share dividend in respect of shares<\/span> of another class or series unless (i) the articles of incorporation<\/span> so authorize, (ii) a majority of the votes entitled to be cast by the class or series to be issued approve the issue<\/span>, or (iii) there are no outstanding shares<\/span> of the class or series to be issued. For purposes of this subsection, if a security convertible into or carrying a right to subscribe for or acquire shares<\/span> of the class or series to be issued is outstanding, the holders shall be deemed to be holders of the class or series. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the board of directors does not fix the record date<\/span> for determining shareholders<\/span> entitled to a share dividend, it is the date the board of directors authorizes the share dividend. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSHARE DIVIDENDS (\u00a7 13.1-645)\n\nA. Unless the articles of incorporation provide otherwise, shares may be issued\npro rata and without consideration to the corporation’s shareholders or to\nthe shareholders of one or more classes or series of shares. An issuance of\nshares under this subsection is a share dividend.\n\nB. Shares of one class or series may not be issued as a share dividend in\nrespect of shares of another class or series unless (i) the articles of\nincorporation so authorize, (ii) a majority of the votes entitled to be cast by\nthe class or series to be issued approve the issue, or (iii) there are no\noutstanding shares of the class or series to be issued. For purposes of this\nsubsection, if a security convertible into or carrying a right to subscribe for\nor acquire shares of the class or series to be issued is outstanding, the\nholders shall be deemed to be holders of the class or series.\n\nC. If the board of directors does not fix the record date for determining\nshareholders entitled to a share dividend, it is the date the board of directors\nauthorizes the share dividend.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-37, 13.1-19; 1956, c. 428; 1972, c. 580; 1975, c.\n500; 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}}