{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-655.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-655.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-655.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-655.html"}],"law_id":73174,"edition_id":1,"section_id":73174,"structure_id":12984,"section_number":"13.1-655","catch_line":"Special meeting","history":"Code 1950, \u00a7 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2003, c. 728; 2005, c. 765; 2012, c. 706; 2017, c. 646; 2019, c. 734.","full_text":"A\n\nA corporation shall hold a special meeting of shareholders:1\n\nOn call of the chairman of the board of directors, the president, the board of directors, or the person or persons authorized to do so by the articles of incorporation or bylaws; or2\n\nIn the case of a corporation that is not a public corporation and that has 35 or fewer shareholders of record, if the holders of at least 20 percent of all the votes entitled to be cast on an issue proposed to be considered at the special meeting sign, date, and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. For such a corporation, the articles of incorporation may provide for an increase or decrease in the percentage stated in this subdivision or may prohibit shareholders from calling a special meeting.B\n\nUnless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing, including an electronic transmission, to that effect received by the corporation’s secretary before the start of the special meeting.C\n\nIf not otherwise fixed under § 13.1-656 or 13.1-660, the record date for determining shareholders entitled to demand a special meeting shall be the first date on which a signed shareholder demand is delivered to the corporation’s secretary. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which such a demand delivered to the corporation’s secretary as required by this section was signed, written demands signed by shareholders that satisfy the requirements of subsection A have been delivered to the corporation’s secretary.D\n\nExcept as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2, special meetings of shareholders may be held in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws. If no place is so stated or fixed, special meetings shall be held at the corporation’s principal office.E\n\nOnly business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-658 may be conducted at a special meeting of shareholders.","order_by":null,"text":{"0":{"id":263434,"text":"A corporation shall hold a special meeting of shareholders:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":263435,"text":"On call of the chairman of the board of directors, the president, the board of directors, or the person or persons authorized to do so by the articles of incorporation or bylaws; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":263436,"text":"In the case of a corporation that is not a public corporation and that has 35 or fewer shareholders of record, if the holders of at least 20 percent of all the votes entitled to be cast on an issue proposed to be considered at the special meeting sign, date, and deliver to the corporation’s secretary one or more written demands for the meeting describing the purpose or purposes for which it is to be held. For such a corporation, the articles of incorporation may provide for an increase or decrease in the percentage stated in this subdivision or may prohibit shareholders from calling a special meeting.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":263437,"text":"Unless otherwise provided in the articles of incorporation, a written demand for a special meeting may be revoked by a writing, including an electronic transmission, to that effect received by the corporation’s secretary before the start of the special meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":263438,"text":"If not otherwise fixed under § 13.1-656 or 13.1-660, the record date for determining shareholders entitled to demand a special meeting shall be the first date on which a signed shareholder demand is delivered to the corporation’s secretary. No written demand for a special meeting shall be effective unless, within 60 days of the earliest date on which such a demand delivered to the corporation’s secretary as required by this section was signed, written demands signed by shareholders that satisfy the requirements of subsection A have been delivered to the corporation’s secretary.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"5":{"id":263439,"text":"Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2, special meetings of shareholders may be held in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws. If no place is so stated or fixed, special meetings shall be held at the corporation’s principal office.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"6":{"id":263440,"text":"Only business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-658 may be conducted at a special meeting of shareholders.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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 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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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-655\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 8 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 2003, chapter 728<\/a>; in 2005, chapter 765<\/a>; in 2012, chapter 706<\/a>; in 2017, chapter 646<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":55108,"section_number":"13.1-656","catch_line":"Court-ordered meeting","order_by":null,"url":"\/13.1-656\/"}],"refers_to":[{"id":55108,"section_number":"13.1-656","catch_line":"Court-ordered meeting","order_by":null,"url":"\/13.1-656\/"},{"id":70173,"section_number":"13.1-658","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-658\/"},{"id":60334,"section_number":"13.1-660","catch_line":"Record date for meeting","order_by":null,"url":"\/13.1-660\/"},{"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":151047,"object_type":"law","relational_id":73174,"identifier":"13.1-655","token":"13.1\/9\/8\/13.1-655","url":"\/13.1-655\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-655\/","token":"13.1\/9\/8\/13.1-655","dublin_core":{"Title":"Special meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-655","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> shall hold a special meeting of shareholders<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> On call of the chairman of the board of directors, the president, the board of directors, or the person<\/span> or persons<\/span> authorized to do so by the articles of incorporation<\/span> or bylaws; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In the case of a corporation that is not a public corporation<\/span> and that has 35 or fewer shareholders<\/span> of record, if the holders of at least 20 percent of all the votes entitled to be cast on an issue<\/span> proposed to be considered at the special meeting sign<\/span>, date, and deliver<\/span> to the corporation’s secretary<\/span> one or more written<\/span> demands for the meeting describing the purpose or purposes for which it is to be held. For such a corporation, the articles of incorporation<\/span> may provide for an increase or decrease in the percentage stated in this subdivision or may prohibit shareholders<\/span> from calling a special meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless otherwise provided in the articles of incorporation<\/span>, a written<\/span> demand for a special meeting may be revoked by a writing<\/span>, including an electronic transmission<\/span>, to that effect received by the corporation’s secretary<\/span> before the start of the special meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If not otherwise fixed under § 13.1-656<\/a> or 13.1-660<\/a>, the record date<\/span> for determining shareholders<\/span> entitled to demand a special meeting shall be the first date on which a signed shareholder<\/span> demand is delivered to the corporation’s secretary<\/span>. No written<\/span> demand for a special meeting shall be effective unless, within 60 days of the earliest date on which such a demand delivered to the corporation’s secretary<\/span> as required by this section was signed, written<\/span> demands signed by shareholders<\/span> that satisfy the requirements of subsection A have been delivered to the corporation’s secretary<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2<\/a>, special meetings of shareholders<\/span> may be held in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws. If no place is so stated or fixed, special meetings shall be held at the corporation’s principal office<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Only business within the purpose or purposes described in the meeting notice required by subsection C of § 13.1-658<\/a> may be conducted at a special meeting of shareholders<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSPECIAL MEETING (\u00a7 13.1-655)\n\nA. A corporation shall hold a special meeting of shareholders:\n\n 1. On call of the chairman of the board of directors, the president, the board\n of directors, or the person or persons authorized to do so by the articles of\n incorporation or bylaws; or\n\n 2. In the case of a corporation that is not a public corporation and that has\n 35 or fewer shareholders of record, if the holders of at least 20 percent of\n all the votes entitled to be cast on an issue proposed to be considered at the\n special meeting sign, date, and deliver to the corporation’s secretary\n one or more written demands for the meeting describing the purpose or purposes\n for which it is to be held. For such a corporation, the articles of\n incorporation may provide for an increase or decrease in the percentage stated\n in this subdivision or may prohibit shareholders from calling a special\n meeting.\n\nB. Unless otherwise provided in the articles of incorporation, a written demand\nfor a special meeting may be revoked by a writing, including an electronic\ntransmission, to that effect received by the corporation’s secretary\nbefore the start of the special meeting.\n\nC. If not otherwise fixed under § 13.1-656 or 13.1-660, the record date for\ndetermining shareholders entitled to demand a special meeting shall be the first\ndate on which a signed shareholder demand is delivered to the\ncorporation’s secretary. No written demand for a special meeting shall be\neffective unless, within 60 days of the earliest date on which such a demand\ndelivered to the corporation’s secretary as required by this section was\nsigned, written demands signed by shareholders that satisfy the requirements of\nsubsection A have been delivered to the corporation’s secretary.\n\nD. Except as otherwise determined by the board of directors acting pursuant to\nsubsection C of § 13.1-660.2, special meetings of shareholders may be held\nin or outside of the Commonwealth at the place stated in or fixed in accordance\nwith the bylaws. If no place is so stated or fixed, special meetings shall be\nheld at the corporation’s principal office.\n\nE. Only business within the purpose or purposes described in the meeting notice\nrequired by subsection C of § 13.1-658 may be conducted at a special\nmeeting of shareholders.\n\nHISTORY: Code 1950, \u00a7 13.1-25; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2003,\nc. 728; 2005, c. 765; 2012, c. 706; 2017, c. 646; 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}}