{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-656.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-656.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-656.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-656.html"}],"law_id":55108,"edition_id":1,"section_id":55108,"structure_id":12984,"section_number":"13.1-656","catch_line":"Court-ordered meeting","history":"1985, c. 522; 2005, c. 765; 2007, c. 165; 2010, c. 782; 2019, c. 734.","full_text":"A\n\nThe circuit court of the city or county where a corporation’s principal office is located or, if none in the Commonwealth, where its registered office is located, may, after notice to the corporation, order a meeting of shareholders to be held:1\n\nOn petition of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation; or2\n\nOn petition of one or more shareholders who signed a demand for a special meeting valid under subsection A of § 13.1-655 if:\n\t\t\t\ta. Notice of the special meeting was not given within 30 days after the first day on which the requisite number of such demands have been delivered to the corporation’s secretary; or\n\t\t\t\tb. The special meeting was not held in accordance with the notice.B\n\nThe court may fix the date, time, and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the shares represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.","order_by":null,"text":{"0":{"id":202068,"text":"The circuit court of the city or county where a corporation’s principal office is located or, if none in the Commonwealth, where its registered office is located, may, after notice to the corporation, order a meeting of shareholders to be held:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":202069,"text":"On petition of any shareholder of the corporation if an annual meeting was not held or action by written consent in lieu of an annual meeting did not become effective within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":202070,"text":"On petition of one or more shareholders who signed a demand for a special meeting valid under subsection A of § 13.1-655 if:\n\t\t\t\ta. Notice of the special meeting was not given within 30 days after the first day on which the requisite number of such demands have been delivered to the corporation’s secretary; or\n\t\t\t\tb. The special meeting was not held in accordance with the notice.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":202071,"text":"The court may fix the date, time, and place of the meeting, determine the shares entitled to participate in the meeting, specify a record date or dates for determining shareholders entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the shares represented at the meeting constitute a quorum for action on those matters, and enter other orders necessary to accomplish the purpose or purposes of the meeting.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2"}},"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}],"previous_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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-656\/","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 4 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 2007, chapter 165<\/a>; in 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":73174,"section_number":"13.1-655","catch_line":"Special meeting","order_by":null,"url":"\/13.1-655\/"},{"id":83958,"section_number":"13.1-657","catch_line":"Action without meeting","order_by":null,"url":"\/13.1-657\/"},{"id":70173,"section_number":"13.1-658","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-658\/"},{"id":63708,"section_number":"13.1-669.1","catch_line":"Judicial determination of corporate offices and review of elections and shareholder votes","order_by":null,"url":"\/13.1-669.1\/"}],"refers_to":[{"id":73174,"section_number":"13.1-655","catch_line":"Special meeting","order_by":null,"url":"\/13.1-655\/"}],"permalink":{"id":151051,"object_type":"law","relational_id":55108,"identifier":"13.1-656","token":"13.1\/9\/8\/13.1-656","url":"\/13.1-656\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-656\/","token":"13.1\/9\/8\/13.1-656","dublin_core":{"Title":"Court-ordered meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-656","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The circuit<\/span> court<\/span> of the city or county where a corporation<\/span>’s principal office<\/span> is located or, if none in the Commonwealth, where its registered office is located, may, after notice to the corporation<\/span>, order<\/span> a meeting of shareholders<\/span> to be held: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> On petition<\/span> of any shareholder<\/span> of the corporation<\/span> if an annual meeting was not held or action by written<\/span> consent in lieu of an annual meeting did not become effective within 15 months after its last annual meeting or, if there has been no annual meeting, the date of its incorporation; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> On petition<\/span> of one or more shareholders<\/span> who signed a demand for a special meeting valid under subsection A of § 13.1-655<\/a> if:\n\t\t\t\ta. Notice of the special meeting was not given within 30 days after the first day on which the requisite number of such demands have been delivered to the corporation<\/span>’s secretary<\/span>; or\n\t\t\t\tb. The special meeting was not held in accordance with the notice. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The court<\/span> may fix the date, time, and place of the meeting, determine the shares<\/span> entitled to participate in the meeting, specify a record date<\/span> or dates for determining shareholders<\/span> entitled to notice of and to vote at the meeting, prescribe the form and content of the meeting notice, fix the quorum required for specific matters to be considered at the meeting, or direct that the shares<\/span> represented at the meeting constitute a quorum for action on those matters, and enter other orders<\/span> necessary to accomplish the purpose or purposes of the meeting. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOURT-ORDERED MEETING (\u00a7 13.1-656)\n\nA. The circuit court of the city or county where a corporation’s principal\noffice is located or, if none in the Commonwealth, where its registered office\nis located, may, after notice to the corporation, order a meeting of\nshareholders to be held:\n\n 1. On petition of any shareholder of the corporation if an annual meeting was\n not held or action by written consent in lieu of an annual meeting did not\n become effective within 15 months after its last annual meeting or, if there\n has been no annual meeting, the date of its incorporation; or\n\n 2. On petition of one or more shareholders who signed a demand for a special\n meeting valid under subsection A of § 13.1-655 if:\n \t\t\t\ta. Notice of the special meeting was not given within 30 days after the\n first day on which the requisite number of such demands have been delivered to\n the corporation’s secretary; or\n \t\t\t\tb. The special meeting was not held in accordance with the notice.\n\nB. The court may fix the date, time, and place of the meeting, determine the\nshares entitled to participate in the meeting, specify a record date or dates\nfor determining shareholders entitled to notice of and to vote at the meeting,\nprescribe the form and content of the meeting notice, fix the quorum required\nfor specific matters to be considered at the meeting, or direct that the shares\nrepresented at the meeting constitute a quorum for action on those matters, and\nenter other orders necessary to accomplish the purpose or purposes of the\nmeeting.\n\nHISTORY: 1985, c. 522; 2005, c. 765; 2007, c. 165; 2010, c. 782; 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}}