{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-664.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-664.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-664.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-664.html"}],"law_id":54067,"edition_id":1,"section_id":54067,"structure_id":12984,"section_number":"13.1-664","catch_line":"Shares held by intermediaries and nominees","history":"1985, c. 522; 2019, c. 734.","full_text":"A\n\nA corporation’s board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation’s secretary a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder shall not have those rights or privileges.B\n\nThe procedure shall specify:1\n\nThe types of intermediaries or nominees to which it applies;2\n\nThe rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed;3\n\nThe manner in which the procedure is selected, which shall include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person on whose behalf the shares are held;4\n\nThe information that must be provided when the procedure is selected;5\n\nThe period for which selection of the procedure is effective;6\n\nRequirements for notice to the corporation with respect to the arrangement; and7\n\nThe form and contents of the beneficial ownership certificate.C\n\nThe procedure may specify any other aspects of the rights and duties that may be included in a beneficial ownership certificate.","order_by":null,"text":{"0":{"id":198480,"text":"A corporation’s board of directors may establish a procedure under which a person on whose behalf shares are registered in the name of an intermediary or nominee may elect to be treated by the corporation as the record shareholder by filing with the corporation’s secretary a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person is treated under such procedure as having rights or privileges that the record shareholder otherwise would have, the record shareholder shall not have those rights or privileges.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":198481,"text":"The procedure shall specify:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":198482,"text":"The types of intermediaries or nominees to which it applies;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":198483,"text":"The rights or privileges that the corporation recognizes in a person with respect to whom a beneficial ownership certificate is filed;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":198484,"text":"The manner in which the procedure is selected, which shall include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder and the person on whose behalf the shares are held;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":198485,"text":"The information that must be provided when the procedure is selected;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":198486,"text":"The period for which selection of the procedure is effective;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":198487,"text":"Requirements for notice to the corporation with respect to the arrangement; and","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"8":{"id":198488,"text":"The form and contents of the beneficial ownership certificate.","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"C"},"9":{"id":198489,"text":"The procedure may specify any other aspects of the rights and duties that may be included in a beneficial ownership certificate.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B7"}},"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 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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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-664\/","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 1 time. 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. That modification is as follows: in 2019, chapter 734<\/a>.<\/p>","references":[{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":58440,"section_number":"13.1-770","catch_line":"Corporate records","order_by":null,"url":"\/13.1-770\/"}],"refers_to":false,"permalink":{"id":151091,"object_type":"law","relational_id":54067,"identifier":"13.1-664","token":"13.1\/9\/8\/13.1-664","url":"\/13.1-664\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-664\/","token":"13.1\/9\/8\/13.1-664","dublin_core":{"Title":"Shares held by intermediaries and nominees","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-664","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span>’s board of directors may establish a procedure under which a person<\/span> on whose behalf shares<\/span> are registered in the name of an intermediary or nominee may elect to be treated by the corporation<\/span> as the record shareholder<\/span> by filing with the corporation<\/span>’s secretary<\/span> a beneficial ownership certificate. The terms, conditions, and limitations of this treatment shall be specified in the procedure. To the extent such person<\/span> is treated under such procedure as having rights or privileges<\/span> that the record shareholder<\/span> otherwise would have, the record shareholder<\/span> shall not have those rights or privileges<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The procedure shall specify: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The types of intermediaries or nominees to which it applies; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The rights or privileges<\/span> that the corporation<\/span> recognizes in a person<\/span> with respect to whom a beneficial ownership certificate is filed; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The manner in which the procedure is selected, which shall include that the beneficial ownership certificate be signed or assented to by or on behalf of the record shareholder<\/span> and the person<\/span> on whose behalf the shares<\/span> are held; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The information that must be provided when the procedure is selected; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The period for which selection of the procedure is effective; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Requirements for notice to the corporation<\/span> with respect to the arrangement; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> The form and contents of the beneficial ownership certificate. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The procedure may specify any other aspects of the rights and duties that may be included in a beneficial ownership certificate. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSHARES HELD BY INTERMEDIARIES AND NOMINEES (\u00a7 13.1-664)\n\nA. A corporation’s board of directors may establish a procedure under\nwhich a person on whose behalf shares are registered in the name of an\nintermediary or nominee may elect to be treated by the corporation as the record\nshareholder by filing with the corporation’s secretary a beneficial\nownership certificate. The terms, conditions, and limitations of this treatment\nshall be specified in the procedure. To the extent such person is treated under\nsuch procedure as having rights or privileges that the record shareholder\notherwise would have, the record shareholder shall not have those rights or\nprivileges.\n\nB. The procedure shall specify:\n\n 1. The types of intermediaries or nominees to which it applies;\n\n 2. The rights or privileges that the corporation recognizes in a person with\n respect to whom a beneficial ownership certificate is filed;\n\n 3. The manner in which the procedure is selected, which shall include that the\n beneficial ownership certificate be signed or assented to by or on behalf of\n the record shareholder and the person on whose behalf the shares are held;\n\n 4. The information that must be provided when the procedure is selected;\n\n 5. The period for which selection of the procedure is effective;\n\n 6. Requirements for notice to the corporation with respect to the arrangement;\n and\n\n 7. The form and contents of the beneficial ownership certificate.\n\nC. The procedure may specify any other aspects of the rights and duties that may\nbe included in a beneficial ownership certificate.\n\nHISTORY: 1985, c. 522; 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}}