{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-663.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-663.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-663.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-663.html"}],"law_id":64506,"edition_id":1,"section_id":64506,"structure_id":12984,"section_number":"13.1-663","catch_line":"Proxies","history":"Code 1950, \u00a7\u00a7 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 1991, c. 405; 2005, c. 765; 2010, c. 782; 2019, c. 734.","full_text":"A\n\nA shareholder may vote the shareholder’s shares in person or by proxy.B\n\nA shareholder, or the shareholder’s agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender’s agent or attorney-in-fact.C\n\nAn appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection D.D\n\nAn appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:1\n\nA pledgee;2\n\nA person who purchased or agreed to purchase the shares;3\n\nA creditor of the corporation who extended it credit under terms requiring the appointment;4\n\nAn employee of the corporation whose employment contract requires the appointment; or5\n\nA party to a voting agreement created under § 13.1-671.E\n\nThe death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the corporation’s secretary or other officer or agent authorized to count votes before the proxy exercises authority under the appointment.F\n\nAn appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished.G\n\nUnless it otherwise provides, an appointment made irrevocable under subsection D continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.H\n\nSubject to § 13.1-665 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.","order_by":null,"text":{"0":{"id":234758,"text":"A shareholder may vote the shareholder’s shares in person or by proxy.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":234759,"text":"A shareholder, or the shareholder’s agent or attorney-in-fact, may appoint a proxy to vote or otherwise act for the shareholder by signing an appointment form or by an electronic transmission. An electronic transmission shall contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender’s agent or attorney-in-fact.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":234760,"text":"An appointment of a proxy is effective when a signed appointment form or an electronic transmission of the appointment is received by the inspectors of election or the officer or agent of the corporation authorized to count votes. An appointment is valid for the term provided in the appointment form and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection D.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":234761,"text":"An appointment of a proxy is revocable unless the appointment form or electronic transmission states that it is irrevocable and the appointment is coupled with an interest. Appointments coupled with an interest include the appointment of:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":234762,"text":"A pledgee;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":234763,"text":"A person who purchased or agreed to purchase the shares;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"6":{"id":234764,"text":"A creditor of the corporation who extended it credit under terms requiring the appointment;","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"7":{"id":234765,"text":"An employee of the corporation whose employment contract requires the appointment; or","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"D5"},"8":{"id":234766,"text":"A party to a voting agreement created under § 13.1-671.","type":"section","prefixes":["D","5"],"prefix":"5","entire_prefix":"D5","prefix_anchor":"D5","level":2,"prior_prefix":"D4","next_prefix":"E"},"9":{"id":234767,"text":"The death or incapacity of the shareholder appointing a proxy does not affect the right of the corporation to accept the proxy’s authority unless notice of the death or incapacity is received by the corporation’s secretary or other officer or agent authorized to count votes before the proxy exercises authority under the appointment.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D5","next_prefix":"F"},"10":{"id":234768,"text":"An appointment made irrevocable under subsection D is revoked when the interest with which it is coupled is extinguished.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"11":{"id":234769,"text":"Unless it otherwise provides, an appointment made irrevocable under subsection D continues in effect after a transfer of the shares and a transferee takes subject to the appointment, except that a transferee for value of shares subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares or on the information statement for shares without certificates.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"12":{"id":234770,"text":"Subject to § 13.1-665 and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission, a corporation is entitled to accept the proxy’s vote or other action as that of the shareholder making the appointment.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-663\/","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 1991, chapter 405; in 2005, chapter 765<\/a>; in 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":54603,"section_number":"13.1-664.1","catch_line":"Inspectors of election","order_by":null,"url":"\/13.1-664.1\/"},{"id":83777,"section_number":"13.1-665","catch_line":"Corporation's acceptance of votes","order_by":null,"url":"\/13.1-665\/"}],"refers_to":[{"id":83777,"section_number":"13.1-665","catch_line":"Corporation's acceptance of votes","order_by":null,"url":"\/13.1-665\/"}],"permalink":{"id":151087,"object_type":"law","relational_id":64506,"identifier":"13.1-663","token":"13.1\/9\/8\/13.1-663","url":"\/13.1-663\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-663\/","token":"13.1\/9\/8\/13.1-663","dublin_core":{"Title":"Proxies","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-663","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A shareholder<\/span> may vote the shareholder<\/span>’s shares<\/span> in person<\/span> or by proxy. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A shareholder<\/span>, or the shareholder<\/span>’s agent or attorney-in-fact<\/span><\/span>, may appoint a proxy to vote or otherwise act for the shareholder<\/span> by signing an appointment form or by an electronic transmission<\/span>. An electronic transmission<\/span> shall contain or be accompanied by information from which the recipient can determine the date of the transmission and that the transmission was authorized by the sender or the sender’s agent or attorney-in-fact<\/span><\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> An appointment of a proxy is effective when a signed appointment form or an electronic transmission<\/span> of the appointment is received by the inspectors of election or the officer or agent of the corporation<\/span> authorized to count votes. An appointment is valid for the term provided in the appointment form and, if no term is provided, is valid for 11 months unless the appointment is irrevocable under subsection D. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> An appointment of a proxy is revocable unless the appointment form or electronic transmission<\/span> states<\/span> that it is irrevocable and the appointment is coupled with an interest<\/span>. Appointments coupled with an interest<\/span> include the appointment of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A pledgee; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A person<\/span> who purchased or agreed to purchase the shares<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A creditor<\/span> of the corporation<\/span> who extended it credit under terms requiring the appointment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An employee of the corporation<\/span> whose employment contract<\/span> requires the appointment; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A party<\/span> to a voting agreement created under § 13.1-671<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The death or incapacity of the shareholder<\/span> appointing a proxy does not affect the right of the corporation<\/span> to accept the proxy’s authority unless notice of the death or incapacity is received by the corporation<\/span>’s secretary<\/span> or other officer or agent authorized to count votes before the proxy exercises authority under the appointment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> An appointment made irrevocable under subsection D is revoked when the interest<\/span> with which it is coupled is extinguished. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Unless it otherwise provides, an appointment made irrevocable under subsection D continues in effect after a transfer of the shares<\/span> and a transferee takes subject to the appointment, except that a transferee for value of shares<\/span> subject to an irrevocable appointment may revoke the appointment if the transferee did not know of its existence when acquiring the shares<\/span> and the existence of the irrevocable appointment was not noted conspicuously on the certificate representing the shares<\/span> or on the information statement for shares<\/span> without certificates. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> Subject to § 13.1-665<\/a> and to any express limitation on the proxy’s authority stated in the appointment form or electronic transmission<\/span>, a corporation<\/span> is entitled to accept the proxy’s vote or other action as that of the shareholder<\/span> making the appointment. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPROXIES (\u00a7 13.1-663)\n\nA. A shareholder may vote the shareholder’s shares in person or by proxy.\n\nB. A shareholder, or the shareholder’s agent or attorney-in-fact, may\nappoint a proxy to vote or otherwise act for the shareholder by signing an\nappointment form or by an electronic transmission. An electronic transmission\nshall contain or be accompanied by information from which the recipient can\ndetermine the date of the transmission and that the transmission was authorized\nby the sender or the sender’s agent or attorney-in-fact.\n\nC. An appointment of a proxy is effective when a signed appointment form or an\nelectronic transmission of the appointment is received by the inspectors of\nelection or the officer or agent of the corporation authorized to count votes.\nAn appointment is valid for the term provided in the appointment form and, if no\nterm is provided, is valid for 11 months unless the appointment is irrevocable\nunder subsection D.\n\nD. An appointment of a proxy is revocable unless the appointment form or\nelectronic transmission states that it is irrevocable and the appointment is\ncoupled with an interest. Appointments coupled with an interest include the\nappointment of:\n\n 1. A pledgee;\n\n 2. A person who purchased or agreed to purchase the shares;\n\n 3. A creditor of the corporation who extended it credit under terms requiring\n the appointment;\n\n 4. An employee of the corporation whose employment contract requires the\n appointment; or\n\n 5. A party to a voting agreement created under § 13.1-671.\n\nE. The death or incapacity of the shareholder appointing a proxy does not affect\nthe right of the corporation to accept the proxy’s authority unless notice\nof the death or incapacity is received by the corporation’s secretary or\nother officer or agent authorized to count votes before the proxy exercises\nauthority under the appointment.\n\nF. An appointment made irrevocable under subsection D is revoked when the\ninterest with which it is coupled is extinguished.\n\nG. Unless it otherwise provides, an appointment made irrevocable under\nsubsection D continues in effect after a transfer of the shares and a transferee\ntakes subject to the appointment, except that a transferee for value of shares\nsubject to an irrevocable appointment may revoke the appointment if the\ntransferee did not know of its existence when acquiring the shares and the\nexistence of the irrevocable appointment was not noted conspicuously on the\ncertificate representing the shares or on the information statement for shares\nwithout certificates.\n\nH. Subject to § 13.1-665 and to any express limitation on the proxy’s\nauthority stated in the appointment form or electronic transmission, a\ncorporation is entitled to accept the proxy’s vote or other action as that\nof the shareholder making the appointment.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-193 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958,\nc. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 1991, c. 405; 2005, c. 765;\n2010, 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}}