{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-662.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-662.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-662.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-662.html"}],"law_id":69361,"edition_id":1,"section_id":69361,"structure_id":12984,"section_number":"13.1-662","catch_line":"Voting entitlement of shares","history":"Code 1950, \u00a7\u00a7 13-192 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 1990, c. 267; 1997, c. 801; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nExcept as provided in subsections B, C, D, and E or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.B\n\nUnless the articles of incorporation provide otherwise, in the election of directors each outstanding share, regardless of class or series, is entitled to one vote for as many persons as there are directors to be elected at that time and for whose election the shareholder has a right to vote.C\n\nRedeemable shares are not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.D\n\nShares of a corporation are not entitled to vote if they are owned directly or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or that is otherwise controlled by the corporation.E\n\nIf a corporation holds in a fiduciary capacity its own shares directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or that is otherwise controlled by the corporation, such shares shall not be deemed to be outstanding and entitled to vote unless:1\n\nThe corporation has authority to vote the shares only in accordance with directions of the principal or beneficiary; or2\n\nA co-fiduciary exists, pursuant to § 6.2-1011 or otherwise, in which event the co-fiduciary may vote the shares.F\n\nShares standing in the name of another corporation, domestic or foreign, may be voted by such officers, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.G\n\nShares standing in the name of a partnership may be voted by any partner. Shares standing in the name of a limited liability company may be voted as the articles of organization or an operating agreement may prescribe, or in the absence of any such provision as the managers, or if there are no managers, the members of the limited liability company may determine.H\n\nShares held by three or fewer persons as joint tenants or tenants in common or tenants by the entirety may be voted by any of such persons. If more than one of such tenants votes such shares, the vote shall be divided among them in proportion to the number of such tenants voting.I\n\nShares held by an administrator, executor, guardian, conservator, committee, or curator representing the shareholder may be voted by such person without a transfer of such shares into such person’s name. Shares standing in the name of a trustee may be voted by the trustee, but no trustee is entitled to vote shares held by the trustee without a transfer of such shares into the trustee’s name.J\n\nShares standing in the name of a receiver or a trustee in proceedings under the federal Bankruptcy Reform Act of 1978 may be voted by such person. Shares held by or under the control of a receiver or a trustee in proceedings under the federal Bankruptcy Reform Act of 1978 may be voted by such person without the transfer thereof into such person’s name if authority to do so is contained in an order of the court by which such person was appointed.K\n\nNothing herein contained shall prevent trustees or other fiduciaries holding shares registered in the name of a nominee pursuant to § 6.2-1010 from causing such shares to be voted by such nominee as the trustee or other fiduciary may direct. Such nominee may vote shares as directed by a trustee or other fiduciary without the necessity of transferring the shares to the name of the trustee or other fiduciary.L\n\nA shareholder whose shares are pledged is entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote the shares so transferred.M\n\nThe articles of incorporation may provide that the holders of bonds or debentures shall be entitled to vote on specified matters and such right shall not be terminated except upon consent of the holders of two-thirds in aggregate principal amount.N\n\nSubject to the provisions of § 13.1-665, when shares are held by more than one of the fiduciaries referred to in this section, the shares shall be voted as determined by a majority of such fiduciaries, except that (i) if they are equally divided as to a vote, the vote of the shares is divided equally and (ii) if only one of such fiduciaries is present in person or by proxy at a meeting, the fiduciary shall be entitled to vote all the shares. A proxy apparently executed by one of several of such fiduciaries shall be presumed to be valid until challenged and the burden of proving invalidity shall rest on the challenger.","order_by":null,"text":{"0":{"id":250855,"text":"Except as provided in subsections B, C, D, and E or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter voted on at a shareholders’ meeting. Only shares are entitled to vote.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":250856,"text":"Unless the articles of incorporation provide otherwise, in the election of directors each outstanding share, regardless of class or series, is entitled to one vote for as many persons as there are directors to be elected at that time and for whose election the shareholder has a right to vote.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":250857,"text":"Redeemable shares are not entitled to vote after delivery of written notice of redemption is effective and a sum sufficient to redeem the shares has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption price on surrender of the shares.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":250858,"text":"Shares of a corporation are not entitled to vote if they are owned directly or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or that is otherwise controlled by the corporation.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":250859,"text":"If a corporation holds in a fiduciary capacity its own shares directly, or indirectly through an entity of which a majority of the voting power is held directly or indirectly by the corporation or that is otherwise controlled by the corporation, such shares shall not be deemed to be outstanding and entitled to vote unless:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"5":{"id":250860,"text":"The corporation has authority to vote the shares only in accordance with directions of the principal or beneficiary; or","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"6":{"id":250861,"text":"A co-fiduciary exists, pursuant to § 6.2-1011 or otherwise, in which event the co-fiduciary may vote the shares.","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"F"},"7":{"id":250862,"text":"Shares standing in the name of another corporation, domestic or foreign, may be voted by such officers, agent, or proxy as the bylaws of such corporation may prescribe, or, in the absence of such provision, as the board of directors of such corporation may determine.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E2","next_prefix":"G"},"8":{"id":250863,"text":"Shares standing in the name of a partnership may be voted by any partner. Shares standing in the name of a limited liability company may be voted as the articles of organization or an operating agreement may prescribe, or in the absence of any such provision as the managers, or if there are no managers, the members of the limited liability company may determine.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"9":{"id":250864,"text":"Shares held by three or fewer persons as joint tenants or tenants in common or tenants by the entirety may be voted by any of such persons. If more than one of such tenants votes such shares, the vote shall be divided among them in proportion to the number of such tenants voting.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"10":{"id":250865,"text":"Shares held by an administrator, executor, guardian, conservator, committee, or curator representing the shareholder may be voted by such person without a transfer of such shares into such person’s name. Shares standing in the name of a trustee may be voted by the trustee, but no trustee is entitled to vote shares held by the trustee without a transfer of such shares into the trustee’s name.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H","next_prefix":"J"},"11":{"id":250866,"text":"Shares standing in the name of a receiver or a trustee in proceedings under the federal Bankruptcy Reform Act of 1978 may be voted by such person. Shares held by or under the control of a receiver or a trustee in proceedings under the federal Bankruptcy Reform Act of 1978 may be voted by such person without the transfer thereof into such person’s name if authority to do so is contained in an order of the court by which such person was appointed.","type":"section","prefixes":["J"],"prefix":"J","entire_prefix":"J","prefix_anchor":"J","level":1,"prior_prefix":"I","next_prefix":"K"},"12":{"id":250867,"text":"Nothing herein contained shall prevent trustees or other fiduciaries holding shares registered in the name of a nominee pursuant to § 6.2-1010 from causing such shares to be voted by such nominee as the trustee or other fiduciary may direct. Such nominee may vote shares as directed by a trustee or other fiduciary without the necessity of transferring the shares to the name of the trustee or other fiduciary.","type":"section","prefixes":["K"],"prefix":"K","entire_prefix":"K","prefix_anchor":"K","level":1,"prior_prefix":"J","next_prefix":"L"},"13":{"id":250868,"text":"A shareholder whose shares are pledged is entitled to vote such shares until the shares have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote the shares so transferred.","type":"section","prefixes":["L"],"prefix":"L","entire_prefix":"L","prefix_anchor":"L","level":1,"prior_prefix":"K","next_prefix":"M"},"14":{"id":250869,"text":"The articles of incorporation may provide that the holders of bonds or debentures shall be entitled to vote on specified matters and such right shall not be terminated except upon consent of the holders of two-thirds in aggregate principal amount.","type":"section","prefixes":["M"],"prefix":"M","entire_prefix":"M","prefix_anchor":"M","level":1,"prior_prefix":"L","next_prefix":"N"},"15":{"id":250870,"text":"Subject to the provisions of § 13.1-665, when shares are held by more than one of the fiduciaries referred to in this section, the shares shall be voted as determined by a majority of such fiduciaries, except that (i) if they are equally divided as to a vote, the vote of the shares is divided equally and (ii) if only one of such fiduciaries is present in person or by proxy at a meeting, the fiduciary shall be entitled to vote all the shares. A proxy apparently executed by one of several of such fiduciaries shall be presumed to be valid until challenged and the burden of proving invalidity shall rest on the challenger.","type":"section","prefixes":["N"],"prefix":"N","entire_prefix":"N","prefix_anchor":"N","level":1,"prior_prefix":"M"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-662\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 9 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 366; in 1985, chapter 522; in 1990, chapter 267; in 1997, chapter 801<\/a>; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":83777,"section_number":"13.1-665","catch_line":"Corporation's acceptance of votes","order_by":null,"url":"\/13.1-665\/"},{"id":75450,"section_number":"6.2-1010","catch_line":"Holding stock or other securities as fiduciary","order_by":null,"url":"\/6.2-1010\/"},{"id":57294,"section_number":"6.2-1011","catch_line":"Voting of bank shares held by trust institution as fiduciary; when disqualified","order_by":null,"url":"\/6.2-1011\/"}],"permalink":{"id":151083,"object_type":"law","relational_id":69361,"identifier":"13.1-662","token":"13.1\/9\/8\/13.1-662","url":"\/13.1-662\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-662\/","token":"13.1\/9\/8\/13.1-662","dublin_core":{"Title":"Voting entitlement of shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-662","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as provided in subsections B, C, D, and E or unless the articles of incorporation<\/span> provide otherwise, each outstanding share, regardless of class or series, is entitled to one vote on each matter voted on at a shareholders<\/span>’ meeting. Only shares<\/span> are entitled to vote. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless the articles of incorporation<\/span> provide otherwise, in the election of directors each outstanding share, regardless of class or series, is entitled to one vote for as many persons<\/span> as there are directors to be elected at that time and for whose election the shareholder<\/span> has a right to vote. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Redeemable shares<\/span> are not entitled to vote after delivery<\/span> of written<\/span> notice of redemption<\/span> is effective and a sum sufficient to redeem the shares<\/span> has been deposited with a bank, trust company, or other financial institution under an irrevocable obligation to pay the holders the redemption<\/span> price on surrender of the shares<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Shares<\/span> of a corporation<\/span> are not entitled to vote if they are owned directly or indirectly through an entity<\/span> of which a majority of the voting power<\/span> is held directly or indirectly by the corporation<\/span> or that is otherwise controlled by the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If a corporation<\/span> holds in a fiduciary capacity its own shares<\/span> directly, or indirectly through an entity<\/span> of which a majority of the voting power<\/span> is held directly or indirectly by the corporation<\/span> or that is otherwise controlled by the corporation<\/span>, such shares<\/span> shall not be deemed to be outstanding and entitled to vote unless: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The corporation<\/span> has authority to vote the shares<\/span> only in accordance with directions of the principal or beneficiary; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A co-fiduciary exists, pursuant to § 6.2-1011<\/a> or otherwise, in which event the co-fiduciary may vote the shares<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Shares<\/span> standing in the name of another corporation<\/span>, domestic<\/span> or foreign, may be voted by such officers, agent, or proxy as the bylaws of such corporation<\/span> may prescribe, or, in the absence of such provision, as the board of directors of such corporation<\/span> may determine. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Shares<\/span> standing in the name of a partnership may be voted by any partner. Shares<\/span> standing in the name of a limited liability company may be voted as the articles of organization or an operating agreement may prescribe, or in the absence of any such provision as the managers, or if there are no managers, the members of the limited liability company may determine. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> Shares<\/span> held by three or fewer persons<\/span> as joint tenants or tenants in common or tenants by the entirety may be voted by any of such persons<\/span>. If more than one of such tenants votes such shares<\/span>, the vote shall be divided among them in proportion to the number of such tenants voting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> Shares<\/span> held by an administrator, executor, guardian, conservator, committee, or curator representing the shareholder<\/span> may be voted by such person<\/span> without a transfer of such shares<\/span> into such person<\/span>’s name. Shares<\/span> standing in the name of a trustee may be voted by the trustee, but no trustee is entitled to vote shares<\/span> held by the trustee without a transfer of such shares<\/span> into the trustee’s name. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

J.<\/span> Shares<\/span> standing in the name of a receiver or a trustee in proceedings<\/span> under the federal Bankruptcy<\/span> Reform Act of 1978 may be voted by such person<\/span>. Shares<\/span> held by or under the control of a receiver or a trustee in proceedings<\/span> under the federal Bankruptcy<\/span> Reform Act of 1978 may be voted by such person<\/span> without the transfer thereof into such person<\/span>’s name if authority to do so is contained in an order<\/span> of the court<\/span> by which such person<\/span> was appointed. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

K.<\/span> Nothing herein contained shall prevent trustees or other fiduciaries holding shares<\/span> registered in the name of a nominee pursuant to § 6.2-1010<\/a> from causing such shares<\/span> to be voted by such nominee as the trustee or other fiduciary may direct. Such nominee may vote shares<\/span> as directed by a trustee or other fiduciary without the necessity of transferring the shares<\/span> to the name of the trustee or other fiduciary. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

L.<\/span> A shareholder<\/span> whose shares<\/span> are pledged is entitled to vote such shares<\/span> until the shares<\/span> have been transferred into the name of the pledgee, and thereafter the pledgee is entitled to vote the shares<\/span> so transferred. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

M.<\/span> The articles of incorporation<\/span> may provide that the holders of bonds<\/span> or debentures shall be entitled to vote on specified matters and such right shall not be terminated except upon consent of the holders of two-thirds in aggregate principal amount. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

N.<\/span> Subject to the provisions of § 13.1-665<\/a>, when shares<\/span> are held by more than one of the fiduciaries referred to in this section, the shares<\/span> shall be voted as determined by a majority of such fiduciaries, except that (i) if they are equally divided as to a vote, the vote of the shares<\/span> is divided equally and (ii) if only one of such fiduciaries is present in person<\/span> or by proxy at a meeting, the fiduciary shall be entitled to vote all the shares<\/span>. A proxy apparently executed by one of several of such fiduciaries shall be presumed to be valid until challenged and the burden of proving invalidity shall rest on the challenger. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOTING ENTITLEMENT OF SHARES (\u00a7 13.1-662)\n\nA. Except as provided in subsections B, C, D, and E or unless the articles of\nincorporation provide otherwise, each outstanding share, regardless of class or\nseries, is entitled to one vote on each matter voted on at a shareholders’\nmeeting. Only shares are entitled to vote.\n\nB. Unless the articles of incorporation provide otherwise, in the election of\ndirectors each outstanding share, regardless of class or series, is entitled to\none vote for as many persons as there are directors to be elected at that time\nand for whose election the shareholder has a right to vote.\n\nC. Redeemable shares are not entitled to vote after delivery of written notice\nof redemption is effective and a sum sufficient to redeem the shares has been\ndeposited with a bank, trust company, or other financial institution under an\nirrevocable obligation to pay the holders the redemption price on surrender of\nthe shares.\n\nD. Shares of a corporation are not entitled to vote if they are owned directly\nor indirectly through an entity of which a majority of the voting power is held\ndirectly or indirectly by the corporation or that is otherwise controlled by the\ncorporation.\n\nE. If a corporation holds in a fiduciary capacity its own shares directly, or\nindirectly through an entity of which a majority of the voting power is held\ndirectly or indirectly by the corporation or that is otherwise controlled by the\ncorporation, such shares shall not be deemed to be outstanding and entitled to\nvote unless:\n\n 1. The corporation has authority to vote the shares only in accordance with\n directions of the principal or beneficiary; or\n\n 2. A co-fiduciary exists, pursuant to § 6.2-1011 or otherwise, in which\n event the co-fiduciary may vote the shares.\n\nF. Shares standing in the name of another corporation, domestic or foreign, may\nbe voted by such officers, agent, or proxy as the bylaws of such corporation may\nprescribe, or, in the absence of such provision, as the board of directors of\nsuch corporation may determine.\n\nG. Shares standing in the name of a partnership may be voted by any partner.\nShares standing in the name of a limited liability company may be voted as the\narticles of organization or an operating agreement may prescribe, or in the\nabsence of any such provision as the managers, or if there are no managers, the\nmembers of the limited liability company may determine.\n\nH. Shares held by three or fewer persons as joint tenants or tenants in common\nor tenants by the entirety may be voted by any of such persons. If more than one\nof such tenants votes such shares, the vote shall be divided among them in\nproportion to the number of such tenants voting.\n\nI. Shares held by an administrator, executor, guardian, conservator, committee,\nor curator representing the shareholder may be voted by such person without a\ntransfer of such shares into such person’s name. Shares standing in the\nname of a trustee may be voted by the trustee, but no trustee is entitled to\nvote shares held by the trustee without a transfer of such shares into the\ntrustee’s name.\n\nJ. Shares standing in the name of a receiver or a trustee in proceedings under\nthe federal Bankruptcy Reform Act of 1978 may be voted by such person. Shares\nheld by or under the control of a receiver or a trustee in proceedings under the\nfederal Bankruptcy Reform Act of 1978 may be voted by such person without the\ntransfer thereof into such person’s name if authority to do so is\ncontained in an order of the court by which such person was appointed.\n\nK. Nothing herein contained shall prevent trustees or other fiduciaries holding\nshares registered in the name of a nominee pursuant to § 6.2-1010 from\ncausing such shares to be voted by such nominee as the trustee or other\nfiduciary may direct. Such nominee may vote shares as directed by a trustee or\nother fiduciary without the necessity of transferring the shares to the name of\nthe trustee or other fiduciary.\n\nL. A shareholder whose shares are pledged is entitled to vote such shares until\nthe shares have been transferred into the name of the pledgee, and thereafter\nthe pledgee is entitled to vote the shares so transferred.\n\nM. The articles of incorporation may provide that the holders of bonds or\ndebentures shall be entitled to vote on specified matters and such right shall\nnot be terminated except upon consent of the holders of two-thirds in aggregate\nprincipal amount.\n\nN. Subject to the provisions of § 13.1-665, when shares are held by more\nthan one of the fiduciaries referred to in this section, the shares shall be\nvoted as determined by a majority of such fiduciaries, except that (i) if they\nare equally divided as to a vote, the vote of the shares is divided equally and\n(ii) if only one of such fiduciaries is present in person or by proxy at a\nmeeting, the fiduciary shall be entitled to vote all the shares. A proxy\napparently executed by one of several of such fiduciaries shall be presumed to\nbe valid until challenged and the burden of proving invalidity shall rest on the\nchallenger.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-192 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958,\nc. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 1990, c. 267; 1997, c. 801;\n2005, c. 765; 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}}