{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-654.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-654.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-654.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-654.html"}],"law_id":81471,"edition_id":1,"section_id":81471,"structure_id":12984,"section_number":"13.1-654","catch_line":"Annual meeting","history":"Code 1950, \u00a7 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1990, c. 228; 2003, c. 728; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2017, c. 646; 2019, c. 734.","full_text":"A\n\nUnless directors are elected by written consent in lieu of an annual meeting as permitted by § 13.1-657, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws, except that a corporation registered under the federal Investment Company Act of 1940 is not required to hold an annual meeting in any year in which the election of directors is not required to be held under the federal Investment Company Act of 1940 unless the articles of incorporation or bylaws of the corporation require an annual meeting to be held.B\n\nExcept as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2, annual meetings may be held, in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws or, if not inconsistent with the bylaws, in the notice of the meeting.C\n\nThe failure to hold an annual meeting at the time stated in or fixed in accordance with the corporation’s bylaws does not affect the validity of any corporate action.","order_by":null,"text":{"0":{"id":291898,"text":"Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 13.1-657, a corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaws, except that a corporation registered under the federal Investment Company Act of 1940 is not required to hold an annual meeting in any year in which the election of directors is not required to be held under the federal Investment Company Act of 1940 unless the articles of incorporation or bylaws of the corporation require an annual meeting to be held.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":291899,"text":"Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2, annual meetings may be held, in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws or, if not inconsistent with the bylaws, in the notice of the meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":291900,"text":"The failure to hold an annual meeting at the time stated in or fixed in accordance with the corporation’s bylaws does not affect the validity of any corporate action.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":12984,"edition_id":1,"name":"Shareholders","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":151041,"object_type":"structure","relational_id":12984,"identifier":"8","token":"13.1\/9\/8","url":"\/13.1\/9\/8\/","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":81471,"structure_id":12984,"section_number":"13.1-654","catch_line":"Annual meeting","url":"\/13.1-654\/","token":"13.1\/9\/8\/13.1-654","metadata":false},{"id":73174,"structure_id":12984,"section_number":"13.1-655","catch_line":"Special meeting","url":"\/13.1-655\/","token":"13.1\/9\/8\/13.1-655","metadata":false},{"id":55108,"structure_id":12984,"section_number":"13.1-656","catch_line":"Court-ordered meeting","url":"\/13.1-656\/","token":"13.1\/9\/8\/13.1-656","metadata":false},{"id":83958,"structure_id":12984,"section_number":"13.1-657","catch_line":"Action without meeting","url":"\/13.1-657\/","token":"13.1\/9\/8\/13.1-657","metadata":false},{"id":70173,"structure_id":12984,"section_number":"13.1-658","catch_line":"Notice of meeting","url":"\/13.1-658\/","token":"13.1\/9\/8\/13.1-658","metadata":false},{"id":77142,"structure_id":12984,"section_number":"13.1-659","catch_line":"Waiver of notice","url":"\/13.1-659\/","token":"13.1\/9\/8\/13.1-659","metadata":false},{"id":60334,"structure_id":12984,"section_number":"13.1-660","catch_line":"Record date for meeting","url":"\/13.1-660\/","token":"13.1\/9\/8\/13.1-660","metadata":false},{"id":72850,"structure_id":12984,"section_number":"13.1-660.1","catch_line":"Conduct of the meeting","url":"\/13.1-660.1\/","token":"13.1\/9\/8\/13.1-660.1","metadata":false},{"id":66418,"structure_id":12984,"section_number":"13.1-660.2","catch_line":"Remote participation in shareholders' meetings","url":"\/13.1-660.2\/","token":"13.1\/9\/8\/13.1-660.2","metadata":false},{"id":68550,"structure_id":12984,"section_number":"13.1-661","catch_line":"Shareholders' list for meeting","url":"\/13.1-661\/","token":"13.1\/9\/8\/13.1-661","metadata":false},{"id":69361,"structure_id":12984,"section_number":"13.1-662","catch_line":"Voting entitlement of shares","url":"\/13.1-662\/","token":"13.1\/9\/8\/13.1-662","metadata":false},{"id":64506,"structure_id":12984,"section_number":"13.1-663","catch_line":"Proxies","url":"\/13.1-663\/","token":"13.1\/9\/8\/13.1-663","metadata":false},{"id":54067,"structure_id":12984,"section_number":"13.1-664","catch_line":"Shares held by intermediaries and nominees","url":"\/13.1-664\/","token":"13.1\/9\/8\/13.1-664","metadata":false},{"id":54603,"structure_id":12984,"section_number":"13.1-664.1","catch_line":"Inspectors of election","url":"\/13.1-664.1\/","token":"13.1\/9\/8\/13.1-664.1","metadata":false},{"id":83777,"structure_id":12984,"section_number":"13.1-665","catch_line":"Corporation's acceptance of votes","url":"\/13.1-665\/","token":"13.1\/9\/8\/13.1-665","metadata":false},{"id":84488,"structure_id":12984,"section_number":"13.1-666","catch_line":"Quorum and voting requirements for voting groups","url":"\/13.1-666\/","token":"13.1\/9\/8\/13.1-666","metadata":false},{"id":79680,"structure_id":12984,"section_number":"13.1-667","catch_line":"Action by single and multiple voting groups","url":"\/13.1-667\/","token":"13.1\/9\/8\/13.1-667","metadata":false},{"id":77041,"structure_id":12984,"section_number":"13.1-668","catch_line":"Modifying quorum or voting requirements","url":"\/13.1-668\/","token":"13.1\/9\/8\/13.1-668","metadata":false},{"id":78535,"structure_id":12984,"section_number":"13.1-669","catch_line":"Voting for directors; cumulative voting","url":"\/13.1-669\/","token":"13.1\/9\/8\/13.1-669","metadata":false},{"id":63708,"structure_id":12984,"section_number":"13.1-669.1","catch_line":"Judicial determination of corporate offices and review of elections and shareholder votes","url":"\/13.1-669.1\/","token":"13.1\/9\/8\/13.1-669.1","metadata":false},{"id":86769,"structure_id":12984,"section_number":"13.1-670","catch_line":"Voting trusts","url":"\/13.1-670\/","token":"13.1\/9\/8\/13.1-670","metadata":false},{"id":62883,"structure_id":12984,"section_number":"13.1-671","catch_line":"Voting agreements","url":"\/13.1-671\/","token":"13.1\/9\/8\/13.1-671","metadata":false},{"id":86810,"structure_id":12984,"section_number":"13.1-671.1","catch_line":"Shareholder agreements","url":"\/13.1-671.1\/","token":"13.1\/9\/8\/13.1-671.1","metadata":false},{"id":66593,"structure_id":12984,"section_number":"13.1-672","catch_line":"Repealed","url":"\/13.1-672\/","token":"13.1\/9\/8\/13.1-672","metadata":false}],"next_section":{"id":73174,"structure_id":12984,"section_number":"13.1-655","catch_line":"Special meeting","url":"\/13.1-655\/","token":"13.1\/9\/8\/13.1-655","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-654\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 10 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 1990, chapter 228; in 2003, chapter 728<\/a>; in 2005, chapter 765<\/a>; in 2007, chapter 165<\/a>; in 2012, chapter 706<\/a>; in 2017, chapter 646<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":83958,"section_number":"13.1-657","catch_line":"Action without meeting","order_by":null,"url":"\/13.1-657\/"},{"id":66418,"section_number":"13.1-660.2","catch_line":"Remote participation in shareholders' meetings","order_by":null,"url":"\/13.1-660.2\/"}],"permalink":{"id":151043,"object_type":"law","relational_id":81471,"identifier":"13.1-654","token":"13.1\/9\/8\/13.1-654","url":"\/13.1-654\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-654\/","token":"13.1\/9\/8\/13.1-654","dublin_core":{"Title":"Annual meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-654","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless directors are elected by written<\/span> consent in lieu of an annual meeting as permitted by § 13.1-657<\/a>, a corporation<\/span> shall hold a meeting of shareholders<\/span> annually at a time stated in or fixed in accordance with the bylaws, except that a corporation<\/span> registered under the federal Investment Company Act of 1940 is not required to hold an annual meeting in any year in which the election of directors is not required to be held under the federal Investment Company Act of 1940 unless the articles of incorporation<\/span> or bylaws of the corporation<\/span> require an annual meeting to be held. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2<\/a>, annual meetings may be held, in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws or, if not inconsistent with the bylaws, in the notice of the meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The failure to hold an annual meeting at the time stated in or fixed in accordance with the corporation<\/span>’s bylaws does not affect the validity of any corporate action. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nANNUAL MEETING (\u00a7 13.1-654)\n\nA. Unless directors are elected by written consent in lieu of an annual meeting\nas permitted by § 13.1-657, a corporation shall hold a meeting of\nshareholders annually at a time stated in or fixed in accordance with the\nbylaws, except that a corporation registered under the federal Investment\nCompany Act of 1940 is not required to hold an annual meeting in any year in\nwhich the election of directors is not required to be held under the federal\nInvestment Company Act of 1940 unless the articles of incorporation or bylaws of\nthe corporation require an annual meeting to be held.\n\nB. Except as otherwise determined by the board of directors acting pursuant to\nsubsection C of § 13.1-660.2, annual meetings may be held, in or outside of\nthe Commonwealth at the place stated in or fixed in accordance with the bylaws\nor, if not inconsistent with the bylaws, in the notice of the meeting.\n\nC. The failure to hold an annual meeting at the time stated in or fixed in\naccordance with the corporation’s bylaws does not affect the validity of\nany corporate action.\n\nHISTORY: Code 1950, \u00a7 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1990,\nc. 228; 2003, c. 728; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2017, c. 646;\n2019, 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}}