{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-652.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-652.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-652.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-652.html"}],"law_id":64739,"edition_id":1,"section_id":64739,"structure_id":14429,"section_number":"13.1-652","catch_line":"Corporation’s acquisition of its own shares","history":"Code 1950, \u00a7\u00a7 13.1-65, 13.1-66; 1956, c. 428; 1958, c. 564; 1985, c. 522; 2005, c. 765; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nA corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares of the same class, if any, but undesignated as to series.B\n\nIf the articles of incorporation prohibit the reissuance of acquired shares or if the board of directors has authorized the reduction in the number of authorized shares by the number of shares acquired, the number of authorized shares shall be reduced by the number of shares acquired effective when the certificate of amendment is effective. The corporation shall deliver to the Commission for filing articles of amendment that shall set forth:1\n\nThe name of the corporation;2\n\nThe reduction in the number of authorized shares, itemized by class and series;3\n\nThe total number of authorized shares, itemized by class and series, remaining after reduction of the shares; and4\n\nA statement that the reduction in the number of authorized shares was required by the articles of incorporation or was adopted by the board of directors without shareholder approval pursuant to this section, with the date of adoption.C\n\nThe articles of amendment may be adopted by the board of directors without shareholder action.D\n\nIf the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.","order_by":null,"text":{"0":{"id":235593,"text":"A corporation may acquire its own shares, and shares so acquired constitute authorized but unissued shares of the same class, if any, but undesignated as to series.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":235594,"text":"If the articles of incorporation prohibit the reissuance of acquired shares or if the board of directors has authorized the reduction in the number of authorized shares by the number of shares acquired, the number of authorized shares shall be reduced by the number of shares acquired effective when the certificate of amendment is effective. The corporation shall deliver to the Commission for filing articles of amendment that shall set forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":235595,"text":"The name of the corporation;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":235596,"text":"The reduction in the number of authorized shares, itemized by class and series;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":235597,"text":"The total number of authorized shares, itemized by class and series, remaining after reduction of the shares; and","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":235598,"text":"A statement that the reduction in the number of authorized shares was required by the articles of incorporation or was adopted by the board of directors without shareholder approval pursuant to this section, with the date of adoption.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"C"},"6":{"id":235599,"text":"The articles of amendment may be adopted by the board of directors without shareholder action.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B4","next_prefix":"D"},"7":{"id":235600,"text":"If the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-652\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 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 1985, chapter 522; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":151033,"object_type":"law","relational_id":64739,"identifier":"13.1-652","token":"13.1\/9\/7\/13.1-652","url":"\/13.1-652\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-652\/","token":"13.1\/9\/7\/13.1-652","dublin_core":{"Title":"Corporation’s acquisition of its own shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-652","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> may acquire its own shares<\/span>, and shares<\/span> so acquired constitute authorized but unissued shares<\/span> of the same class, if any, but undesignated as to series. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the articles of incorporation<\/span> prohibit the reissuance of acquired shares or if the board of directors has authorized the reduction in the number of authorized shares<\/span> by the number of shares acquired, the number of authorized shares<\/span> shall be reduced by the number of shares acquired effective when the certificate of amendment is effective. The corporation<\/span> shall deliver<\/span> to the Commission<\/span> for filing articles of amendment that shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The reduction in the number of authorized shares<\/span>, itemized by class and series; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The total number of authorized shares<\/span>, itemized by class and series, remaining after reduction of the shares; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A statement that the reduction in the number of authorized shares<\/span> was required by the articles of incorporation<\/span> or was adopted by the board of directors without shareholder<\/span> approval pursuant to this section, with the date of adoption. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The articles of amendment may be adopted by the board of directors without shareholder<\/span> action. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the Commission<\/span> finds that the articles of amendment comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of amendment. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCORPORATION’S ACQUISITION OF ITS OWN SHARES (\u00a7 13.1-652)\n\nA. A corporation may acquire its own shares, and shares so acquired constitute\nauthorized but unissued shares of the same class, if any, but undesignated as to\nseries.\n\nB. If the articles of incorporation prohibit the reissuance of acquired shares\nor if the board of directors has authorized the reduction in the number of\nauthorized shares by the number of shares acquired, the number of authorized\nshares shall be reduced by the number of shares acquired effective when the\ncertificate of amendment is effective. The corporation shall deliver to the\nCommission for filing articles of amendment that shall set forth:\n\n 1. The name of the corporation;\n\n 2. The reduction in the number of authorized shares, itemized by class and\n series;\n\n 3. The total number of authorized shares, itemized by class and series,\n remaining after reduction of the shares; and\n\n 4. A statement that the reduction in the number of authorized shares was\n required by the articles of incorporation or was adopted by the board of\n directors without shareholder approval pursuant to this section, with the date\n of adoption.\n\nC. The articles of amendment may be adopted by the board of directors without\nshareholder action.\n\nD. If the Commission finds that the articles of amendment comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of amendment.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-65, 13.1-66; 1956, c. 428; 1958, c. 564; 1985, c.\n522; 2005, c. 765; 2019, c. 734; 2020, c. 1226.","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}}