{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-649.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-649.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-649.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-649.html"}],"law_id":82414,"edition_id":1,"section_id":82414,"structure_id":14429,"section_number":"13.1-649","catch_line":"Restriction on transfer of shares and other securities","history":"1985, c. 522; 2005, c. 765; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nThe articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.B\n\nA restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection B of § 13.1-648. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.C\n\nA restriction on the transfer or registration of transfer of shares is authorized:1\n\nTo maintain the corporation’s status when it is dependent on the number or identity of its shareholders;2\n\nTo preserve exemptions under federal or state securities law; or3\n\nFor any other reasonable purpose.D\n\nA restriction on the transfer or registration of transfer of shares may:1\n\nObligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;2\n\nObligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;3\n\nRequire the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or4\n\nProhibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.E\n\nFor purposes of this section, “shares” includes any warrants, rights, or options to acquire any shares or any security or other obligation of the corporation convertible into or carrying a right to subscribe for or acquire any such shares or warrants, rights, or options to acquire any such shares.","order_by":null,"text":{"0":{"id":295285,"text":"The articles of incorporation, the bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or registration of transfer of shares of the corporation. A restriction does not affect shares issued before the restriction was adopted unless the holders of the shares are parties to the restriction agreement or voted in favor of the restriction.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":295286,"text":"A restriction on the transfer or registration of transfer of shares is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection B of § 13.1-648. Unless so noted or contained, a restriction is not enforceable against a person without knowledge of the restriction.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":295287,"text":"A restriction on the transfer or registration of transfer of shares is authorized:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":295288,"text":"To maintain the corporation’s status when it is dependent on the number or identity of its shareholders;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":295289,"text":"To preserve exemptions under federal or state securities law; or","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":295290,"text":"For any other reasonable purpose.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"6":{"id":295291,"text":"A restriction on the transfer or registration of transfer of shares may:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3","next_prefix":"D1"},"7":{"id":295292,"text":"Obligate the shareholder first to offer the corporation or other persons (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"8":{"id":295293,"text":"Obligate the corporation or other persons (separately, consecutively, or simultaneously) to acquire the restricted shares;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"9":{"id":295294,"text":"Require the corporation, the holders of any class or series of its shares, or other persons to approve the transfer of the restricted shares, if the requirement is not manifestly unreasonable; or","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"10":{"id":295295,"text":"Prohibit the transfer of the restricted shares to designated persons or classes of persons, if the prohibition is not manifestly unreasonable.","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"E"},"11":{"id":295296,"text":"For purposes of this section, “shares” includes any warrants, rights, or options to acquire any shares or any security or other obligation of the corporation convertible into or carrying a right to subscribe for or acquire any such shares or warrants, rights, or options to acquire any such shares.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D4"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-649\/","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 3 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 2005, chapter 765<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":70031,"section_number":"13.1-648","catch_line":"Shares without certificates","order_by":null,"url":"\/13.1-648\/"}],"refers_to":[{"id":70031,"section_number":"13.1-648","catch_line":"Shares without certificates","order_by":null,"url":"\/13.1-648\/"}],"permalink":{"id":151021,"object_type":"law","relational_id":82414,"identifier":"13.1-649","token":"13.1\/9\/7\/13.1-649","url":"\/13.1-649\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-649\/","token":"13.1\/9\/7\/13.1-649","dublin_core":{"Title":"Restriction on transfer of shares and other securities","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-649","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The articles of incorporation<\/span>, the bylaws, an agreement among shareholders<\/span>, or an agreement between shareholders<\/span> and the corporation<\/span> may impose restrictions on the transfer or registration of transfer of shares<\/span> of the corporation<\/span>. A restriction does not affect shares<\/span> issued before the restriction was adopted unless the holders of the shares<\/span> are parties to the restriction agreement or voted in favor of the restriction. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A restriction on the transfer or registration of transfer of shares<\/span> is valid and enforceable against the holder or a transferee of the holder if the restriction is authorized by this section and its existence is noted conspicuously on the front or back of the certificate or is contained in the information statement required by subsection B of § 13.1-648<\/a>. Unless so noted or contained, a restriction is not enforceable against a person<\/span> without knowledge of the restriction. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A restriction on the transfer or registration of transfer of shares<\/span> is authorized: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To maintain the corporation<\/span>’s status when it is dependent on the number or identity of its shareholders<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> To preserve exemptions under federal or state<\/span> securities law<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> For any other reasonable purpose. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A restriction on the transfer or registration of transfer of shares<\/span> may: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Obligate the shareholder<\/span> first to offer the corporation<\/span> or other persons<\/span> (separately, consecutively, or simultaneously) an opportunity to acquire the restricted shares<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Obligate the corporation<\/span> or other persons<\/span> (separately, consecutively, or simultaneously) to acquire the restricted shares<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Require the corporation<\/span>, the holders of any class or series of its shares<\/span>, or other persons<\/span> to approve the transfer of the restricted shares<\/span>, if the requirement is not manifestly unreasonable; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Prohibit the transfer of the restricted shares<\/span> to designated persons<\/span> or classes of persons<\/span>, if the prohibition is not manifestly unreasonable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> For purposes of this section, “shares<\/span>” includes any warrants, rights, or options to acquire any shares<\/span> or any security or other obligation of the corporation<\/span> convertible into or carrying a right to subscribe for or acquire any such shares<\/span> or warrants, rights, or options to acquire any such shares<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRESTRICTION ON TRANSFER OF SHARES AND OTHER SECURITIES (\u00a7 13.1-649)\n\nA. The articles of incorporation, the bylaws, an agreement among shareholders,\nor an agreement between shareholders and the corporation may impose restrictions\non the transfer or registration of transfer of shares of the corporation. A\nrestriction does not affect shares issued before the restriction was adopted\nunless the holders of the shares are parties to the restriction agreement or\nvoted in favor of the restriction.\n\nB. A restriction on the transfer or registration of transfer of shares is valid\nand enforceable against the holder or a transferee of the holder if the\nrestriction is authorized by this section and its existence is noted\nconspicuously on the front or back of the certificate or is contained in the\ninformation statement required by subsection B of § 13.1-648. Unless so\nnoted or contained, a restriction is not enforceable against a person without\nknowledge of the restriction.\n\nC. A restriction on the transfer or registration of transfer of shares is\nauthorized:\n\n 1. To maintain the corporation’s status when it is dependent on the\n number or identity of its shareholders;\n\n 2. To preserve exemptions under federal or state securities law; or\n\n 3. For any other reasonable purpose.\n\nD. A restriction on the transfer or registration of transfer of shares may:\n\n 1. Obligate the shareholder first to offer the corporation or other persons\n (separately, consecutively, or simultaneously) an opportunity to acquire the\n restricted shares;\n\n 2. Obligate the corporation or other persons (separately, consecutively, or\n simultaneously) to acquire the restricted shares;\n\n 3. Require the corporation, the holders of any class or series of its shares,\n or other persons to approve the transfer of the restricted shares, if the\n requirement is not manifestly unreasonable; or\n\n 4. Prohibit the transfer of the restricted shares to designated persons or\n classes of persons, if the prohibition is not manifestly unreasonable.\n\nE. For purposes of this section, “shares” includes any warrants,\nrights, or options to acquire any shares or any security or other obligation of\nthe corporation convertible into or carrying a right to subscribe for or acquire\nany such shares or warrants, rights, or options to acquire any such shares.\n\nHISTORY: 1985, c. 522; 2005, c. 765; 2015, c. 611; 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}}