{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-658.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-658.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-658.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-658.html"}],"law_id":70173,"edition_id":1,"section_id":70173,"structure_id":12984,"section_number":"13.1-658","catch_line":"Notice of meeting","history":"Code 1950, \u00a7 13.1-26; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984, c. 301; 1985, c. 522; 1999, c. 102; 2001, c. 545; 2002, cc. 1, 285; 2005, c. 765; 2010, c. 782; 2015, c. 611; 2017, c. 646; 2019, c. 734; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nExcept as otherwise provided in subsection F, a corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date except that notice of a shareholders’ meeting to act on an amendment of the articles of incorporation, a plan of merger, share exchange, domestication, or conversion, a proposed sale of assets pursuant to § 13.1-724, or the dissolution of the corporation shall be given not fewer than 25 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to § 13.1-660.2 for holders of any class or series of shares, the notice to the holders of such class or series of shares shall describe the means of remote communication to be used. The notice shall include the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.B\n\nUnless the articles of incorporation or this chapter requires otherwise, notice of an annual meeting of shareholders need not state the purpose or purposes for which the meeting is called.C\n\nNotice of a special meeting of shareholders shall state the purpose or purposes for which the meeting is called.D\n\nIf not otherwise fixed under § 13.1-656 or 13.1-660, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is delivered to shareholders.E\n\nUnless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under § 13.1-660, however, notice of the adjourned meeting shall be given not fewer than 10 days before the meeting date to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.","order_by":null,"text":{"0":{"id":253405,"text":"Except as otherwise provided in subsection F, a corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders’ meeting no fewer than 10 nor more than 60 days before the meeting date except that notice of a shareholders’ meeting to act on an amendment of the articles of incorporation, a plan of merger, share exchange, domestication, or conversion, a proposed sale of assets pursuant to § 13.1-724, or the dissolution of the corporation shall be given not fewer than 25 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to § 13.1-660.2 for holders of any class or series of shares, the notice to the holders of such class or series of shares shall describe the means of remote communication to be used. The notice shall include the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":253406,"text":"Unless the articles of incorporation or this chapter requires otherwise, notice of an annual meeting of shareholders need not state the purpose or purposes for which the meeting is called.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":253407,"text":"Notice of a special meeting of shareholders shall state the purpose or purposes for which the meeting is called.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":253408,"text":"If not otherwise fixed under § 13.1-656 or 13.1-660, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders’ meeting is the day before the first notice is delivered to shareholders.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":253409,"text":"Unless the bylaws require otherwise, if an annual or special shareholders’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under § 13.1-660, however, notice of the adjourned meeting shall be given not fewer than 10 days before the meeting date to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.","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 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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-658\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 13 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 1975, chapter 500; in 1984, chapter 301; in 1985, chapter 522; in 1999, chapter 102<\/a>; in 2001, chapter 545<\/a>; in 2002, chapters 1<\/a> and 285<\/a>; in 2005, chapter 765<\/a>; in 2010, chapter 782<\/a>; in 2015, chapter 611<\/a>; in 2017, chapter 646<\/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":82695,"section_number":"13.1-707","catch_line":"Amendment of articles of incorporation by the board of directors and shareholders","order_by":null,"url":"\/13.1-707\/"},{"id":78985,"section_number":"13.1-724","catch_line":"Shareholder approval of certain dispositions","order_by":null,"url":"\/13.1-724\/"}],"refers_to":[{"id":55108,"section_number":"13.1-656","catch_line":"Court-ordered meeting","order_by":null,"url":"\/13.1-656\/"},{"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\/"},{"id":78985,"section_number":"13.1-724","catch_line":"Shareholder approval of certain dispositions","order_by":null,"url":"\/13.1-724\/"}],"permalink":{"id":151059,"object_type":"law","relational_id":70173,"identifier":"13.1-658","token":"13.1\/9\/8\/13.1-658","url":"\/13.1-658\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-658\/","token":"13.1\/9\/8\/13.1-658","dublin_core":{"Title":"Notice of meeting","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-658","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as otherwise provided in subsection F, a corporation<\/span> shall notify shareholders<\/span> of the date, time, and place, if any, of each annual and special shareholders<\/span>’ meeting no fewer than 10 nor more than 60 days before the meeting date except that notice of a shareholders<\/span>’ meeting to act on an amendment of the articles of incorporation<\/span>, a plan of merger<\/span>, share exchange<\/span>, domestication, or conversion, a proposed sale of assets<\/span> pursuant to § 13.1-724<\/a>, or the dissolution of the corporation<\/span> shall be given not fewer than 25 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to § 13.1-660.2<\/a> for holders of any class or series of shares<\/span>, the notice to the holders of such class or series of shares<\/span> shall describe the means of remote communication to be used. The notice shall include the record date<\/span> for determining the shareholders<\/span> entitled to vote at the meeting, if such date is different from the record date<\/span> for determining shareholders<\/span> entitled to notice of the meeting. Unless this chapter or the articles of incorporation<\/span> require otherwise, the corporation<\/span> is required to give notice only to shareholders<\/span> entitled to vote at the meeting as of the record date<\/span> for determining the shareholders<\/span> entitled to notice of the meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless the articles of incorporation<\/span> or this chapter requires otherwise, notice of an annual meeting of shareholders<\/span> need not state<\/span> the purpose or purposes for which the meeting is called. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Notice of a special meeting of shareholders<\/span> shall state<\/span> the purpose or purposes for which the meeting is called. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/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 notice of and to vote at an annual or special shareholders<\/span>’ meeting is the day before the first notice is delivered to shareholders<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Unless the bylaws require otherwise, if an annual or special shareholders<\/span>’ meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date<\/span> for the adjourned meeting is or shall be fixed under § 13.1-660<\/a>, however, notice of the adjourned meeting shall be given not fewer than 10 days before the meeting date to shareholders<\/span> entitled to vote at such adjourned meeting as of the record date<\/span> fixed for notice of such adjourned meeting. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNOTICE OF MEETING (\u00a7 13.1-658)\n\nA. Except as otherwise provided in subsection F, a corporation shall notify\nshareholders of the date, time, and place, if any, of each annual and special\nshareholders’ meeting no fewer than 10 nor more than 60 days before the\nmeeting date except that notice of a shareholders’ meeting to act on an\namendment of the articles of incorporation, a plan of merger, share exchange,\ndomestication, or conversion, a proposed sale of assets pursuant to §\n13.1-724, or the dissolution of the corporation shall be given not fewer than 25\nnor more than 60 days before the meeting date. If the board of directors has\nauthorized participation by means of remote communication pursuant to §\n13.1-660.2 for holders of any class or series of shares, the notice to the\nholders of such class or series of shares shall describe the means of remote\ncommunication to be used. The notice shall include the record date for\ndetermining the shareholders entitled to vote at the meeting, if such date is\ndifferent from the record date for determining shareholders entitled to notice\nof the meeting. Unless this chapter or the articles of incorporation require\notherwise, the corporation is required to give notice only to shareholders\nentitled to vote at the meeting as of the record date for determining the\nshareholders entitled to notice of the meeting.\n\nB. Unless the articles of incorporation or this chapter requires otherwise,\nnotice of an annual meeting of shareholders need not state the purpose or\npurposes for which the meeting is called.\n\nC. Notice of a special meeting of shareholders shall state the purpose or\npurposes for which the meeting is called.\n\nD. If not otherwise fixed under § 13.1-656 or 13.1-660, the record date for\ndetermining shareholders entitled to notice of and to vote at an annual or\nspecial shareholders’ meeting is the day before the first notice is\ndelivered to shareholders.\n\nE. Unless the bylaws require otherwise, if an annual or special\nshareholders’ meeting is adjourned to a different date, time, or place,\nnotice need not be given of the new date, time, or place if the new date, time,\nor place, if any, is announced at the meeting before adjournment. If a new\nrecord date for the adjourned meeting is or shall be fixed under §\n13.1-660, however, notice of the adjourned meeting shall be given not fewer than\n10 days before the meeting date to shareholders entitled to vote at such\nadjourned meeting as of the record date fixed for notice of such adjourned\nmeeting.\n\nHISTORY: Code 1950, \u00a7 13.1-26; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984,\nc. 301; 1985, c. 522; 1999, c. 102; 2001, c. 545; 2002, cc. 1, 285; 2005, c.\n765; 2010, c. 782; 2015, c. 611; 2017, c. 646; 2019, c. 734; 2021, Sp. Sess. I,\nc. 487.","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}}