{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-669.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-669.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-669.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-669.1.html"}],"law_id":63708,"edition_id":1,"section_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","history":"2010, c. 782; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nUpon application of, or in a proceeding commenced by, a person specified in subsection B, the circuit court in the county or city in which the principal office of the corporation is located, or, if none in the Commonwealth, in the county or city in which its registered office is located may determine:1\n\nThe result or validity of the election, appointment, removal, or resignation of a director or officer of the corporation;2\n\nThe right of an individual to hold the office of director or officer of the corporation;3\n\nThe result or validity of any vote by the shareholders of the corporation;4\n\nThe right of a director to membership on a committee of the board of directors; and5\n\nThe right of a person to nominate, or an individual to be nominated as, a candidate for election or appointment as a director of the corporation, and any right under a bylaw adopted pursuant to subsection C of § 13.1-624 or any comparable right under any provision of the articles of incorporation, a contract, or applicable law.B\n\nAny application or proceeding pursuant to subsection A may be filed or commenced by any of the following persons:1\n\nThe corporation;2\n\nA record shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation;3\n\nA director of the corporation, an individual claiming the office of director, or a director whose membership on a committee of the board of directors is contested, who, in each case, is seeking a determination of the individual’s right to such office or membership;4\n\nAn officer of the corporation or an individual claiming to be an officer of the corporation, in each case who is seeking a determination of the individual’s right to such office; or5\n\nA person claiming a right covered by subdivision A 5 and who is seeking a determination of such right.C\n\nIn connection with any application or proceeding under subsection A, the following shall be named as defendants, unless such person made the application or commenced the proceeding:1\n\nThe corporation;2\n\nAn individual whose right to office or membership on a committee of the board of directors is contested;3\n\nAny individual claiming the office or membership at issue; and4\n\nAny person claiming a right covered by subdivision A 5 that is at issue.D\n\nIn connection with any application or proceeding under subsection A, service of process may be made upon each of the persons specified in subsection C either by:1\n\nServing on the corporation process addressed to such person in any manner provided by statute of the Commonwealth or by rule of the applicable court for service of process on the corporation; or2\n\nServing on such person process in any manner provided by statute of the Commonwealth or by rule of the applicable court.E\n\nWhen service of process is made upon a person other than the corporation by service upon the corporation pursuant to subdivision D 1, the plaintiff and the corporation promptly shall provide written notice of such service, together with copies of all process and the application or complaint, to such person at the person’s last known residence or business address, or as permitted by statute of the Commonwealth, or by rule of the applicable court.F\n\nIn connection with any application or proceeding under subsection A, the court shall dispose of the application or proceeding on an expedited basis and also may:1\n\nOrder such additional or further notice as the court deems proper under the circumstances;2\n\nOrder that additional persons be joined as parties to the proceeding if the court determines that such joinder is necessary for a just adjudication of matters before the court;3\n\nOrder an election or meeting be held in accordance with the provisions of § 13.1-656 or otherwise;4\n\nAppoint a master to conduct an election or meeting;5\n\nEnter temporary, preliminary, or permanent injunctive relief;6\n\nResolve solely for the purpose of the proceeding any legal or factual issues necessary for the resolution of any of the matters specified in subsection A, including the right and power of persons claiming to own shares to vote at any meeting of the shareholders; and7\n\nOrder such relief as the court determines is equitable, just, and proper.G\n\nIt shall not be necessary to make shareholders parties to a proceeding or application pursuant to this section unless the shareholder is a required defendant under subdivision C 4, relief is sought against the shareholder individually, or the court orders joinder pursuant to subdivision F 2.H\n\nNothing in this section limits, restricts, or abolishes the subject matter jurisdiction or powers of the court. An application or proceeding pursuant to this section is not the exclusive remedy or proceeding available with respect to the matters specified in subsection A.","order_by":null,"text":{"0":{"id":232048,"text":"Upon application of, or in a proceeding commenced by, a person specified in subsection B, the circuit court in the county or city in which the principal office of the corporation is located, or, if none in the Commonwealth, in the county or city in which its registered office is located may determine:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":232049,"text":"The result or validity of the election, appointment, removal, or resignation of a director or officer of the corporation;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":232050,"text":"The right of an individual to hold the office of director or officer of the corporation;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":232051,"text":"The result or validity of any vote by the shareholders of the corporation;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":232052,"text":"The right of a director to membership on a committee of the board of directors; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":232053,"text":"The right of a person to nominate, or an individual to be nominated as, a candidate for election or appointment as a director of the corporation, and any right under a bylaw adopted pursuant to subsection C of § 13.1-624 or any comparable right under any provision of the articles of incorporation, a contract, or applicable law.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":232054,"text":"Any application or proceeding pursuant to subsection A may be filed or commenced by any of the following persons:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5","next_prefix":"B1"},"7":{"id":232055,"text":"The corporation;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"8":{"id":232056,"text":"A record shareholder, beneficial shareholder or unrestricted voting trust beneficial owner of the corporation;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"9":{"id":232057,"text":"A director of the corporation, an individual claiming the office of director, or a director whose membership on a committee of the board of directors is contested, who, in each case, is seeking a determination of the individual’s right to such office or membership;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"10":{"id":232058,"text":"An officer of the corporation or an individual claiming to be an officer of the corporation, in each case who is seeking a determination of the individual’s right to such office; or","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"11":{"id":232059,"text":"A person claiming a right covered by subdivision A 5 and who is seeking a determination of such right.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"12":{"id":232060,"text":"In connection with any application or proceeding under subsection A, the following shall be named as defendants, unless such person made the application or commenced the proceeding:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"C1"},"13":{"id":232061,"text":"The corporation;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"14":{"id":232062,"text":"An individual whose right to office or membership on a committee of the board of directors is contested;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"15":{"id":232063,"text":"Any individual claiming the office or membership at issue; and","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"16":{"id":232064,"text":"Any person claiming a right covered by subdivision A 5 that is at issue.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"17":{"id":232065,"text":"In connection with any application or proceeding under subsection A, service of process may be made upon each of the persons specified in subsection C either by:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"D1"},"18":{"id":232066,"text":"Serving on the corporation process addressed to such person in any manner provided by statute of the Commonwealth or by rule of the applicable court for service of process on the corporation; or","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"19":{"id":232067,"text":"Serving on such person process in any manner provided by statute of the Commonwealth or by rule of the applicable court.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"E"},"20":{"id":232068,"text":"When service of process is made upon a person other than the corporation by service upon the corporation pursuant to subdivision D 1, the plaintiff and the corporation promptly shall provide written notice of such service, together with copies of all process and the application or complaint, to such person at the person’s last known residence or business address, or as permitted by statute of the Commonwealth, or by rule of the applicable court.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D2","next_prefix":"F"},"21":{"id":232069,"text":"In connection with any application or proceeding under subsection A, the court shall dispose of the application or proceeding on an expedited basis and also may:","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"F1"},"22":{"id":232070,"text":"Order such additional or further notice as the court deems proper under the circumstances;","type":"section","prefixes":["F","1"],"prefix":"1","entire_prefix":"F1","prefix_anchor":"F1","level":2,"prior_prefix":"F","next_prefix":"F2"},"23":{"id":232071,"text":"Order that additional persons be joined as parties to the proceeding if the court determines that such joinder is necessary for a just adjudication of matters before the court;","type":"section","prefixes":["F","2"],"prefix":"2","entire_prefix":"F2","prefix_anchor":"F2","level":2,"prior_prefix":"F1","next_prefix":"F3"},"24":{"id":232072,"text":"Order an election or meeting be held in accordance with the provisions of § 13.1-656 or otherwise;","type":"section","prefixes":["F","3"],"prefix":"3","entire_prefix":"F3","prefix_anchor":"F3","level":2,"prior_prefix":"F2","next_prefix":"F4"},"25":{"id":232073,"text":"Appoint a master to conduct an election or meeting;","type":"section","prefixes":["F","4"],"prefix":"4","entire_prefix":"F4","prefix_anchor":"F4","level":2,"prior_prefix":"F3","next_prefix":"F5"},"26":{"id":232074,"text":"Enter temporary, preliminary, or permanent injunctive relief;","type":"section","prefixes":["F","5"],"prefix":"5","entire_prefix":"F5","prefix_anchor":"F5","level":2,"prior_prefix":"F4","next_prefix":"F6"},"27":{"id":232075,"text":"Resolve solely for the purpose of the proceeding any legal or factual issues necessary for the resolution of any of the matters specified in subsection A, including the right and power of persons claiming to own shares to vote at any meeting of the shareholders; and","type":"section","prefixes":["F","6"],"prefix":"6","entire_prefix":"F6","prefix_anchor":"F6","level":2,"prior_prefix":"F5","next_prefix":"F7"},"28":{"id":232076,"text":"Order such relief as the court determines is equitable, just, and proper.","type":"section","prefixes":["F","7"],"prefix":"7","entire_prefix":"F7","prefix_anchor":"F7","level":2,"prior_prefix":"F6","next_prefix":"G"},"29":{"id":232077,"text":"It shall not be necessary to make shareholders parties to a proceeding or application pursuant to this section unless the shareholder is a required defendant under subdivision C 4, relief is sought against the shareholder individually, or the court orders joinder pursuant to subdivision F 2.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F7","next_prefix":"H"},"30":{"id":232078,"text":"Nothing in this section limits, restricts, or abolishes the subject matter jurisdiction or powers of the court. An application or proceeding pursuant to this section is not the exclusive remedy or proceeding available with respect to the matters specified in subsection A.","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; 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This law was first created in 2010. The record of its establishment is cataloged in chapter 782<\/a> 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. It has been modified 2 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 2015, chapter 611<\/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\/"}],"refers_to":[{"id":65903,"section_number":"13.1-624","catch_line":"Bylaws","order_by":null,"url":"\/13.1-624\/"},{"id":55108,"section_number":"13.1-656","catch_line":"Court-ordered meeting","order_by":null,"url":"\/13.1-656\/"}],"permalink":{"id":151119,"object_type":"law","relational_id":63708,"identifier":"13.1-669.1","token":"13.1\/9\/8\/13.1-669.1","url":"\/13.1-669.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-669.1\/","token":"13.1\/9\/8\/13.1-669.1","dublin_core":{"Title":"Judicial determination of corporate offices and review of elections and shareholder votes","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-669.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Upon application of, or in a proceeding<\/span> commenced by, a person<\/span> specified in subsection B, the circuit<\/span> court<\/span> in the county or city in which the principal office<\/span> of the corporation<\/span> is located, or, if none in the Commonwealth, in the county or city in which its registered office is located may determine: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The result or validity of the election, appointment, removal, or resignation of a director or officer of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The right of an individual<\/span> to hold the office of director or officer of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The result or validity of any vote by the shareholders<\/span> of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The right of a director to membership<\/span> on a committee of the board of directors; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The right of a person<\/span> to nominate, or an individual<\/span> to be nominated as, a candidate for election or appointment as a director of the corporation<\/span>, and any right under a bylaw adopted pursuant to subsection C of § 13.1-624<\/a> or any comparable right under any provision of the articles of incorporation<\/span>, a contract<\/span>, or applicable law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Any application or proceeding<\/span> pursuant to subsection A may be filed or commenced by any of the following persons<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A record shareholder<\/span>, beneficial shareholder<\/span> or unrestricted voting trust beneficial owner<\/span> of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A director of the corporation<\/span>, an individual<\/span> claiming the office of director, or a director whose membership<\/span> on a committee of the board of directors is contested, who, in each case, is seeking a determination of the individual<\/span>’s right to such office or membership<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An officer of the corporation<\/span> or an individual<\/span> claiming to be an officer of the corporation<\/span>, in each case who is seeking a determination of the individual<\/span>’s right to such office; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A person<\/span> claiming a right covered by subdivision A 5 and who is seeking a determination of such right. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In connection with any application or proceeding<\/span> under subsection A, the following shall be named as defendants<\/span>, unless such person<\/span> made the application or commenced the proceeding<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> An individual<\/span> whose right to office or membership<\/span> on a committee of the board of directors is contested; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any individual<\/span> claiming the office or membership<\/span> at issue<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Any person<\/span> claiming a right covered by subdivision A 5 that is at issue<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> In connection with any application or proceeding<\/span> under subsection A, service of process<\/span> may be made upon each of the persons<\/span> specified in subsection C either by: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Serving on the corporation<\/span> process addressed to such person<\/span> in any manner provided by statute<\/span> of the Commonwealth or by rule of the applicable court<\/span> for service of process<\/span> on the corporation<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Serving on such person<\/span> process in any manner provided by statute<\/span> of the Commonwealth or by rule of the applicable court<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> When service of process<\/span> is made upon a person<\/span> other than the corporation<\/span> by service upon the corporation<\/span> pursuant to subdivision D 1, the plaintiff<\/span> and the corporation<\/span> promptly shall provide written<\/span> notice of such service, together with copies of all process and the application or complaint, to such person<\/span> at the person<\/span>’s last known residence or business address, or as permitted by statute<\/span> of the Commonwealth, or by rule of the applicable court<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> In connection with any application or proceeding<\/span> under subsection A, the court<\/span> shall dispose of the application or proceeding<\/span> on an expedited basis and also may: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Order<\/span> such additional or further notice as the court<\/span> deems proper under the circumstances; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Order<\/span> that additional persons<\/span> be joined as parties to the proceeding<\/span> if the court<\/span> determines that such joinder is necessary for a just adjudication of matters before the court<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Order<\/span> an election or meeting be held in accordance with the provisions of § 13.1-656<\/a> or otherwise; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Appoint a master to conduct an election or meeting; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Enter temporary, preliminary, or permanent injunctive relief; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Resolve solely for the purpose of the proceeding<\/span> any legal or factual issues<\/span> necessary for the resolution of any of the matters specified in subsection A, including the right and power of persons<\/span> claiming to own shares<\/span> to vote at any meeting of the shareholders<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Order<\/span> such relief as the court<\/span> determines is equitable<\/span>, just, and proper. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> It shall not be necessary to make shareholders<\/span> parties to a proceeding<\/span> or application pursuant to this section unless the shareholder is a required defendant<\/span> under subdivision C 4, relief is sought against the shareholder individually, or the court orders<\/span> joinder pursuant to subdivision F 2. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> Nothing in this section limits, restricts, or abolishes the subject matter jurisdiction<\/span> or powers of the court. An application or proceeding<\/span> pursuant to this section is not the exclusive remedy or proceeding<\/span> available with respect to the matters specified in subsection A. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nJUDICIAL DETERMINATION OF CORPORATE OFFICES AND REVIEW OF ELECTIONS AND\nSHAREHOLDER VOTES (\u00a7 13.1-669.1)\n\nA. Upon application of, or in a proceeding commenced by, a person specified in\nsubsection B, the circuit court in the county or city in which the principal\noffice of the corporation is located, or, if none in the Commonwealth, in the\ncounty or city in which its registered office is located may determine:\n\n 1. The result or validity of the election, appointment, removal, or\n resignation of a director or officer of the corporation;\n\n 2. The right of an individual to hold the office of director or officer of the\n corporation;\n\n 3. The result or validity of any vote by the shareholders of the corporation;\n\n 4. The right of a director to membership on a committee of the board of\n directors; and\n\n 5. The right of a person to nominate, or an individual to be nominated as, a\n candidate for election or appointment as a director of the corporation, and\n any right under a bylaw adopted pursuant to subsection C of § 13.1-624 or\n any comparable right under any provision of the articles of incorporation, a\n contract, or applicable law.\n\nB. Any application or proceeding pursuant to subsection A may be filed or\ncommenced by any of the following persons:\n\n 1. The corporation;\n\n 2. A record shareholder, beneficial shareholder or unrestricted voting trust\n beneficial owner of the corporation;\n\n 3. A director of the corporation, an individual claiming the office of\n director, or a director whose membership on a committee of the board of\n directors is contested, who, in each case, is seeking a determination of the\n individual’s right to such office or membership;\n\n 4. An officer of the corporation or an individual claiming to be an officer of\n the corporation, in each case who is seeking a determination of the\n individual’s right to such office; or\n\n 5. A person claiming a right covered by subdivision A 5 and who is seeking a\n determination of such right.\n\nC. In connection with any application or proceeding under subsection A, the\nfollowing shall be named as defendants, unless such person made the application\nor commenced the proceeding:\n\n 1. The corporation;\n\n 2. An individual whose right to office or membership on a committee of the\n board of directors is contested;\n\n 3. Any individual claiming the office or membership at issue; and\n\n 4. Any person claiming a right covered by subdivision A 5 that is at issue.\n\nD. In connection with any application or proceeding under subsection A, service\nof process may be made upon each of the persons specified in subsection C either\nby:\n\n 1. Serving on the corporation process addressed to such person in any manner\n provided by statute of the Commonwealth or by rule of the applicable court for\n service of process on the corporation; or\n\n 2. Serving on such person process in any manner provided by statute of the\n Commonwealth or by rule of the applicable court.\n\nE. When service of process is made upon a person other than the corporation by\nservice upon the corporation pursuant to subdivision D 1, the plaintiff and the\ncorporation promptly shall provide written notice of such service, together with\ncopies of all process and the application or complaint, to such person at the\nperson’s last known residence or business address, or as permitted by\nstatute of the Commonwealth, or by rule of the applicable court.\n\nF. In connection with any application or proceeding under subsection A, the\ncourt shall dispose of the application or proceeding on an expedited basis and\nalso may:\n\n 1. Order such additional or further notice as the court deems proper under the\n circumstances;\n\n 2. Order that additional persons be joined as parties to the proceeding if the\n court determines that such joinder is necessary for a just adjudication of\n matters before the court;\n\n 3. Order an election or meeting be held in accordance with the provisions of\n § 13.1-656 or otherwise;\n\n 4. Appoint a master to conduct an election or meeting;\n\n 5. Enter temporary, preliminary, or permanent injunctive relief;\n\n 6. Resolve solely for the purpose of the proceeding any legal or factual\n issues necessary for the resolution of any of the matters specified in\n subsection A, including the right and power of persons claiming to own shares\n to vote at any meeting of the shareholders; and\n\n 7. Order such relief as the court determines is equitable, just, and proper.\n\nG. It shall not be necessary to make shareholders parties to a proceeding or\napplication pursuant to this section unless the shareholder is a required\ndefendant under subdivision C 4, relief is sought against the shareholder\nindividually, or the court orders joinder pursuant to subdivision F 2.\n\nH. Nothing in this section limits, restricts, or abolishes the subject matter\njurisdiction or powers of the court. An application or proceeding pursuant to\nthis section is not the exclusive remedy or proceeding available with respect to\nthe matters specified in subsection A.\n\nHISTORY: 2010, c. 782; 2015, c. 611; 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}}