{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-646.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-646.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-646.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-646.html"}],"law_id":56676,"edition_id":1,"section_id":56676,"structure_id":14429,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","history":"1985, c. 522; 1986, c. 74; 1988, c. 442; 1990, c. 423; 1992, c. 472; 2005, c. 765; 2010, c. 782; 2019, c. 734.","full_text":"A\n\nSubject to the provisions of § 13.1-651, a corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. Unless reserved to the shareholders in the articles of incorporation, the board of directors or, if authorized pursuant to subdivision D 7 of § 13.1-689, a committee of the board of directors or a senior executive officer, may authorize the issuance of rights, options, or warrants and determine (i) the terms and conditions upon which the rights, options, or warrants are issued and (ii) the terms, including the consideration for which the shares or other securities are to be issued. The authorization for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.B\n\nNotwithstanding the provisions of subsection A of § 13.1-638, the terms and conditions of rights, options, or warrants issued by a corporation may include, without limitation, restrictions or conditions that (i) preclude or limit the exercise, transfer, or receipt thereof by designated persons or classes of persons or by any transferee or transferees of such persons or classes of persons or (ii) invalidate or void such rights, options, or warrants held by designated persons or classes of persons or by any transferee or transferees of such persons or classes of persons. Any action or determination by the board of directors or, if authorized pursuant to subdivision D 7 of § 13.1-689, a committee of the board of directors, with respect to the issuance, the terms and conditions of or the redemption of rights, options, or warrants shall be subject to the provisions of § 13.1-690 and shall be valid if taken or determined in compliance therewith.C\n\nThe board of directors may, subject to such limitations as the board of directors may establish, authorize one or more officers to (i) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares and (ii) determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of such rights, options, warrants, or other equity compensation awards and the terms and conditions thereof to be received by the recipients, provided that an officer may not use such authority to designate himself as a recipient of such rights, options, warrants, or other equity compensation awards.","order_by":null,"text":{"0":{"id":207378,"text":"Subject to the provisions of § 13.1-651, a corporation may issue rights, options or warrants for the purchase of shares or other securities of the corporation. Unless reserved to the shareholders in the articles of incorporation, the board of directors or, if authorized pursuant to subdivision D 7 of § 13.1-689, a committee of the board of directors or a senior executive officer, may authorize the issuance of rights, options, or warrants and determine (i) the terms and conditions upon which the rights, options, or warrants are issued and (ii) the terms, including the consideration for which the shares or other securities are to be issued. The authorization for the corporation to issue such rights, options, or warrants constitutes authorization of the issuance of the shares or other securities for which the rights, options, or warrants are exercisable.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":207379,"text":"Notwithstanding the provisions of subsection A of § 13.1-638, the terms and conditions of rights, options, or warrants issued by a corporation may include, without limitation, restrictions or conditions that (i) preclude or limit the exercise, transfer, or receipt thereof by designated persons or classes of persons or by any transferee or transferees of such persons or classes of persons or (ii) invalidate or void such rights, options, or warrants held by designated persons or classes of persons or by any transferee or transferees of such persons or classes of persons. Any action or determination by the board of directors or, if authorized pursuant to subdivision D 7 of § 13.1-689, a committee of the board of directors, with respect to the issuance, the terms and conditions of or the redemption of rights, options, or warrants shall be subject to the provisions of § 13.1-690 and shall be valid if taken or determined in compliance therewith.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":207380,"text":"The board of directors may, subject to such limitations as the board of directors may establish, authorize one or more officers to (i) designate the recipients of rights, options, warrants, or other equity compensation awards that involve the issuance of shares and (ii) determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders, the number of such rights, options, warrants, or other equity compensation awards and the terms and conditions thereof to be received by the recipients, provided that an officer may not use such authority to designate himself as a recipient of such rights, options, warrants, or other equity compensation awards.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-646\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\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 1986, chapter 74; in 1988, chapter 442; in 1990, chapter 423; in 1992, chapter 472; in 2005, chapter 765<\/a>; in 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":61821,"section_number":"13.1-638","catch_line":"Authorized shares","order_by":null,"url":"\/13.1-638\/"}],"refers_to":[{"id":61821,"section_number":"13.1-638","catch_line":"Authorized shares","order_by":null,"url":"\/13.1-638\/"},{"id":70896,"section_number":"13.1-651","catch_line":"Shareholders' preemptive rights","order_by":null,"url":"\/13.1-651\/"},{"id":80537,"section_number":"13.1-689","catch_line":"Committees","order_by":null,"url":"\/13.1-689\/"},{"id":72306,"section_number":"13.1-690","catch_line":"General standards of conduct for director","order_by":null,"url":"\/13.1-690\/"}],"permalink":{"id":151009,"object_type":"law","relational_id":56676,"identifier":"13.1-646","token":"13.1\/9\/7\/13.1-646","url":"\/13.1-646\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-646\/","token":"13.1\/9\/7\/13.1-646","dublin_core":{"Title":"Share rights, options, warrants, and other awards","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-646","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Subject to the provisions of § 13.1-651<\/a>, a corporation<\/span> may issue<\/span> rights, options or warrants for the purchase of shares<\/span> or other securities of the corporation<\/span>. Unless reserved to the shareholders<\/span> in the articles of incorporation<\/span>, the board of directors or, if authorized pursuant to subdivision D 7 of § 13.1-689<\/a>, a committee of the board of directors or a senior executive officer, may authorize the issuance of rights, options, or warrants and determine (i) the terms and conditions upon which the rights, options, or warrants are issued and (ii) the terms, including the consideration for which the shares<\/span> or other securities are to be issued. The authorization for the corporation<\/span> to issue<\/span> such rights, options, or warrants constitutes authorization of the issuance of the shares<\/span> or other securities for which the rights, options, or warrants are exercisable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Notwithstanding the provisions of subsection A of § 13.1-638<\/a>, the terms and conditions of rights, options, or warrants issued by a corporation<\/span> may include, without limitation, restrictions or conditions that (i) preclude or limit the exercise, transfer, or receipt thereof by designated persons<\/span> or classes of persons<\/span> or by any transferee or transferees of such persons<\/span> or classes of persons<\/span> or (ii) invalidate or void such rights, options, or warrants held by designated persons<\/span> or classes of persons<\/span> or by any transferee or transferees of such persons<\/span> or classes of persons<\/span>. Any action or determination by the board of directors or, if authorized pursuant to subdivision D 7 of § 13.1-689<\/a>, a committee of the board of directors, with respect to the issuance, the terms and conditions of or the redemption<\/span> of rights, options, or warrants shall be subject to the provisions of § 13.1-690<\/a> and shall be valid if taken or determined in compliance therewith. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The board of directors may, subject to such limitations as the board of directors may establish, authorize one or more officers to (i) designate the recipients of rights, options, warrants, or other equity<\/span> compensation awards that involve the issuance of shares<\/span> and (ii) determine, within an amount and subject to any other limitations established by the board of directors and, if applicable, the shareholders<\/span>, the number of such rights, options, warrants, or other equity<\/span> compensation awards and the terms and conditions thereof to be received by the recipients, provided that an officer may not use such authority to designate himself as a recipient of such rights, options, warrants, or other equity<\/span> compensation awards. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSHARE RIGHTS, OPTIONS, WARRANTS, AND OTHER AWARDS (\u00a7 13.1-646)\n\nA. Subject to the provisions of § 13.1-651, a corporation may issue rights,\noptions or warrants for the purchase of shares or other securities of the\ncorporation. Unless reserved to the shareholders in the articles of\nincorporation, the board of directors or, if authorized pursuant to subdivision\nD 7 of § 13.1-689, a committee of the board of directors or a senior\nexecutive officer, may authorize the issuance of rights, options, or warrants\nand determine (i) the terms and conditions upon which the rights, options, or\nwarrants are issued and (ii) the terms, including the consideration for which\nthe shares or other securities are to be issued. The authorization for the\ncorporation to issue such rights, options, or warrants constitutes authorization\nof the issuance of the shares or other securities for which the rights, options,\nor warrants are exercisable.\n\nB. Notwithstanding the provisions of subsection A of § 13.1-638, the terms\nand conditions of rights, options, or warrants issued by a corporation may\ninclude, without limitation, restrictions or conditions that (i) preclude or\nlimit the exercise, transfer, or receipt thereof by designated persons or\nclasses of persons or by any transferee or transferees of such persons or\nclasses of persons or (ii) invalidate or void such rights, options, or warrants\nheld by designated persons or classes of persons or by any transferee or\ntransferees of such persons or classes of persons. Any action or determination\nby the board of directors or, if authorized pursuant to subdivision D 7 of\n§ 13.1-689, a committee of the board of directors, with respect to the\nissuance, the terms and conditions of or the redemption of rights, options, or\nwarrants shall be subject to the provisions of § 13.1-690 and shall be\nvalid if taken or determined in compliance therewith.\n\nC. The board of directors may, subject to such limitations as the board of\ndirectors may establish, authorize one or more officers to (i) designate the\nrecipients of rights, options, warrants, or other equity compensation awards\nthat involve the issuance of shares and (ii) determine, within an amount and\nsubject to any other limitations established by the board of directors and, if\napplicable, the shareholders, the number of such rights, options, warrants, or\nother equity compensation awards and the terms and conditions thereof to be\nreceived by the recipients, provided that an officer may not use such authority\nto designate himself as a recipient of such rights, options, warrants, or other\nequity compensation awards.\n\nHISTORY: 1985, c. 522; 1986, c. 74; 1988, c. 442; 1990, c. 423; 1992, c. 472;\n2005, c. 765; 2010, c. 782; 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}}