{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-651.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-651.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-651.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-651.html"}],"law_id":70896,"edition_id":1,"section_id":70896,"structure_id":14429,"section_number":"13.1-651","catch_line":"Shareholders’ preemptive rights","history":"Code 1950, \u00a7 13.1-23; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nUnless limited or denied in the articles of incorporation and subject to the limitations in subsection C, the shareholders of a corporation incorporated on or before December 31, 2005, have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.B\n\nUnless otherwise provided for in the articles of incorporation, the shareholders of a corporation incorporated after December 31, 2005, do not have a preemptive right to acquire the corporation’s unissued shares.C\n\nExcept to the extent that the articles of incorporation expressly provide otherwise, when there are preemptive rights, the following apply:1\n\nThe shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.2\n\nA shareholder may waive the shareholder’s preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.3\n\nThere is no preemptive right with respect to:\n\t\t\t\ta. Shares issued as compensation to officers, employees, or agents of the corporation, its subsidiaries, or affiliates;\n\t\t\t\tb. Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or affiliates;\n\t\t\t\tc. Shares that are issued within six months from the effective date of the certificate of incorporation; or\n\t\t\t\td. Shares issued for consideration other than for cash.4\n\nHolders of shares of any class with preferential rights to distributions have no preemptive rights with respect to shares of any other class.5\n\nHolders of shares of any class without preferential rights to distributions have no preemptive rights with respect to shares of any class with preferential rights to distributions unless the shares with preferential rights are convertible into, or carry a right to subscribe for or acquire, shares without preferential rights.6\n\nHolders of shares of any class without general voting rights and without preferential rights to distributions have no preemptive rights with respect to shares of any class with general voting rights but without preferential rights to distributions.7\n\nShares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders’ preemptive rights.D\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":255642,"text":"Unless limited or denied in the articles of incorporation and subject to the limitations in subsection C, the shareholders of a corporation incorporated on or before December 31, 2005, have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":255643,"text":"Unless otherwise provided for in the articles of incorporation, the shareholders of a corporation incorporated after December 31, 2005, do not have a preemptive right to acquire the corporation’s unissued shares.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":255644,"text":"Except to the extent that the articles of incorporation expressly provide otherwise, when there are preemptive rights, the following apply:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":255645,"text":"The shareholders of the corporation have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation’s unissued shares upon the decision of the board of directors to issue them.","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":255646,"text":"A shareholder may waive the shareholder’s preemptive right. A waiver evidenced by a writing is irrevocable even though it is not supported by consideration.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":255647,"text":"There is no preemptive right with respect to:\n\t\t\t\ta. Shares issued as compensation to officers, employees, or agents of the corporation, its subsidiaries, or affiliates;\n\t\t\t\tb. Shares issued to satisfy conversion or option rights created to provide compensation to directors, officers, employees, or agents of the corporation, its subsidiaries, or affiliates;\n\t\t\t\tc. Shares that are issued within six months from the effective date of the certificate of incorporation; or\n\t\t\t\td. Shares issued for consideration other than for cash.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":255648,"text":"Holders of shares of any class with preferential rights to distributions have no preemptive rights with respect to shares of any other class.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":255649,"text":"Holders of shares of any class without preferential rights to distributions have no preemptive rights with respect to shares of any class with preferential rights to distributions unless the shares with preferential rights are convertible into, or carry a right to subscribe for or acquire, shares without preferential rights.","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"C6"},"8":{"id":255650,"text":"Holders of shares of any class without general voting rights and without preferential rights to distributions have no preemptive rights with respect to shares of any class with general voting rights but without preferential rights to distributions.","type":"section","prefixes":["C","6"],"prefix":"6","entire_prefix":"C6","prefix_anchor":"C6","level":2,"prior_prefix":"C5","next_prefix":"C7"},"9":{"id":255651,"text":"Shares subject to preemptive rights that are not acquired by shareholders may be issued to any person for a period of one year after being offered to shareholders at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders’ preemptive rights.","type":"section","prefixes":["C","7"],"prefix":"7","entire_prefix":"C7","prefix_anchor":"C7","level":2,"prior_prefix":"C6","next_prefix":"D"},"10":{"id":255652,"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":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C7"}},"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 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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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-651\/","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 1975, chapter 500; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":56676,"section_number":"13.1-646","catch_line":"Share rights, options, warrants, and other awards","order_by":null,"url":"\/13.1-646\/"}],"refers_to":false,"permalink":{"id":151029,"object_type":"law","relational_id":70896,"identifier":"13.1-651","token":"13.1\/9\/7\/13.1-651","url":"\/13.1-651\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-651\/","token":"13.1\/9\/7\/13.1-651","dublin_core":{"Title":"Shareholders’ preemptive rights","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-651","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless limited or denied in the articles of incorporation<\/span> and subject to the limitations in subsection C, the shareholders<\/span> of a corporation<\/span> incorporated on or before December 31, 2005, have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation<\/span>’s unissued shares<\/span> upon the decision of the board of directors to issue<\/span> them. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless otherwise provided for in the articles of incorporation<\/span>, the shareholders<\/span> of a corporation<\/span> incorporated after December 31, 2005, do not have a preemptive right to acquire the corporation<\/span>’s unissued shares<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Except to the extent that the articles of incorporation<\/span> expressly provide otherwise, when there are preemptive rights, the following apply: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The shareholders<\/span> of the corporation<\/span> have a preemptive right, granted on uniform terms and conditions prescribed by the board of directors to provide a fair and reasonable opportunity to exercise the right, to acquire proportional amounts of the corporation<\/span>’s unissued shares<\/span> upon the decision of the board of directors to issue<\/span> them. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A shareholder<\/span> may waive<\/span> the shareholder<\/span>’s preemptive right. A waiver<\/span> evidenced by a writing<\/span> is irrevocable even though it is not supported by consideration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> There is no preemptive right with respect to:\n\t\t\t\ta. Shares<\/span> issued as compensation to officers, employees, or agents of the corporation<\/span>, its subsidiaries, or affiliates;\n\t\t\t\tb. Shares<\/span> issued to satisfy conversion or option rights created to provide compensation to directors, officers, employees, or agents of the corporation<\/span>, its subsidiaries, or affiliates;\n\t\t\t\tc. Shares<\/span> that are issued within six months from the effective date of the certificate of incorporation; or\n\t\t\t\td. Shares<\/span> issued for consideration other than for cash. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Holders of shares<\/span> of any class with preferential rights to distributions<\/span> have no preemptive rights with respect to shares<\/span> of any other class. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Holders of shares<\/span> of any class without preferential rights to distributions<\/span> have no preemptive rights with respect to shares<\/span> of any class with preferential rights to distributions<\/span> unless the shares<\/span> with preferential rights are convertible into, or carry a right to subscribe for or acquire, shares<\/span> without preferential rights. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Holders of shares<\/span> of any class without general voting rights and without preferential rights to distributions<\/span> have no preemptive rights with respect to shares<\/span> of any class with general voting rights but without preferential rights to distributions<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Shares<\/span> subject to preemptive rights that are not acquired by shareholders<\/span> may be issued to any person<\/span> for a period of one year after being offered to shareholders<\/span> at a consideration set by the board of directors that is not lower than the consideration set for the exercise of preemptive rights. An offer at a lower consideration or after the expiration of one year is subject to the shareholders<\/span>’ preemptive rights. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/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\nSHAREHOLDERS’ PREEMPTIVE RIGHTS (\u00a7 13.1-651)\n\nA. Unless limited or denied in the articles of incorporation and subject to the\nlimitations in subsection C, the shareholders of a corporation incorporated on\nor before December 31, 2005, have a preemptive right, granted on uniform terms\nand conditions prescribed by the board of directors to provide a fair and\nreasonable opportunity to exercise the right, to acquire proportional amounts of\nthe corporation’s unissued shares upon the decision of the board of\ndirectors to issue them.\n\nB. Unless otherwise provided for in the articles of incorporation, the\nshareholders of a corporation incorporated after December 31, 2005, do not have\na preemptive right to acquire the corporation’s unissued shares.\n\nC. Except to the extent that the articles of incorporation expressly provide\notherwise, when there are preemptive rights, the following apply:\n\n 1. The shareholders of the corporation have a preemptive right, granted on\n uniform terms and conditions prescribed by the board of directors to provide a\n fair and reasonable opportunity to exercise the right, to acquire proportional\n amounts of the corporation’s unissued shares upon the decision of the\n board of directors to issue them.\n\n 2. A shareholder may waive the shareholder’s preemptive right. A waiver\n evidenced by a writing is irrevocable even though it is not supported by\n consideration.\n\n 3. There is no preemptive right with respect to:\n \t\t\t\ta. Shares issued as compensation to officers, employees, or agents of the\n corporation, its subsidiaries, or affiliates;\n \t\t\t\tb. Shares issued to satisfy conversion or option rights created to provide\n compensation to directors, officers, employees, or agents of the corporation,\n its subsidiaries, or affiliates;\n \t\t\t\tc. Shares that are issued within six months from the effective date of the\n certificate of incorporation; or\n \t\t\t\td. Shares issued for consideration other than for cash.\n\n 4. Holders of shares of any class with preferential rights to distributions\n have no preemptive rights with respect to shares of any other class.\n\n 5. Holders of shares of any class without preferential rights to distributions\n have no preemptive rights with respect to shares of any class with\n preferential rights to distributions unless the shares with preferential\n rights are convertible into, or carry a right to subscribe for or acquire,\n shares without preferential rights.\n\n 6. Holders of shares of any class without general voting rights and without\n preferential rights to distributions have no preemptive rights with respect to\n shares of any class with general voting rights but without preferential rights\n to distributions.\n\n 7. Shares subject to preemptive rights that are not acquired by shareholders\n may be issued to any person for a period of one year after being offered to\n shareholders at a consideration set by the board of directors that is not\n lower than the consideration set for the exercise of preemptive rights. An\n offer at a lower consideration or after the expiration of one year is subject\n to the shareholders’ preemptive rights.\n\nD. 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: Code 1950, \u00a7 13.1-23; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005,\nc. 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}}