{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-672.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-672.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-672.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-672.1.html"}],"law_id":54967,"edition_id":1,"section_id":54967,"structure_id":13262,"section_number":"13.1-672.1","catch_line":"Standing; condition precedent; stay of proceedings","history":"1992, c. 802; 2007, c. 165; 2010, c. 782; 2019, c. 734.","full_text":"A\n\nA shareholder shall not commence or maintain a derivative proceeding unless the shareholder:1\n\nWas a shareholder of the corporation at the time of the act or omission complained of, became a shareholder through transfer by operation of law from one who was a shareholder at that time, or became a shareholder before public disclosure and without knowledge of the act or omission complained of;2\n\nWas a shareholder at the time the shareholder made the written demand required by subdivision B 1; and3\n\nFairly and adequately represents the interests of the corporation in enforcing the right of the corporation.B\n\nNo shareholder may commence a derivative proceeding until:1\n\nA written demand has been made on the corporation to take suitable action; and2\n\nNinety days have expired from the date delivery of the written demand was made on the corporation unless (i) the shareholder has earlier been notified that the demand has been rejected by the corporation or (ii) irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.C\n\nIf the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.","order_by":null,"text":{"0":{"id":201642,"text":"A shareholder shall not commence or maintain a derivative proceeding unless the shareholder:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":201643,"text":"Was a shareholder of the corporation at the time of the act or omission complained of, became a shareholder through transfer by operation of law from one who was a shareholder at that time, or became a shareholder before public disclosure and without knowledge of the act or omission complained of;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":201644,"text":"Was a shareholder at the time the shareholder made the written demand required by subdivision B 1; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":201645,"text":"Fairly and adequately represents the interests of the corporation in enforcing the right of the corporation.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":201646,"text":"No shareholder may commence a derivative proceeding until:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"B1"},"5":{"id":201647,"text":"A written demand has been made on the corporation to take suitable action; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"6":{"id":201648,"text":"Ninety days have expired from the date delivery of the written demand was made on the corporation unless (i) the shareholder has earlier been notified that the demand has been rejected by the corporation or (ii) irreparable injury to the corporation would result by waiting for the expiration of the 90-day period.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"7":{"id":201649,"text":"If the corporation commences an inquiry into the allegations made in the demand or complaint, the court may stay any derivative proceeding for such period as the court deems appropriate.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2"}},"ancestry":[{"id":13262,"edition_id":1,"name":"Derivative Proceedings and Other Shareholder Actions","identifier":"8.1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:44:32","date_modified":"2026-06-26 03:44:32","permalink":{"id":151139,"object_type":"structure","relational_id":13262,"identifier":"8.1","token":"13.1\/9\/8.1","url":"\/13.1\/9\/8.1\/","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":54967,"structure_id":13262,"section_number":"13.1-672.1","catch_line":"Standing; condition precedent; stay of proceedings","url":"\/13.1-672.1\/","token":"13.1\/9\/8.1\/13.1-672.1","metadata":false},{"id":83444,"structure_id":13262,"section_number":"13.1-672.2","catch_line":"Discontinuance or settlement","url":"\/13.1-672.2\/","token":"13.1\/9\/8.1\/13.1-672.2","metadata":false},{"id":75549,"structure_id":13262,"section_number":"13.1-672.3","catch_line":"Foreign corporations","url":"\/13.1-672.3\/","token":"13.1\/9\/8.1\/13.1-672.3","metadata":false},{"id":78141,"structure_id":13262,"section_number":"13.1-672.4","catch_line":"Dismissal","url":"\/13.1-672.4\/","token":"13.1\/9\/8.1\/13.1-672.4","metadata":false},{"id":54261,"structure_id":13262,"section_number":"13.1-672.5","catch_line":"Payment of and security for expenses","url":"\/13.1-672.5\/","token":"13.1\/9\/8.1\/13.1-672.5","metadata":false},{"id":73185,"structure_id":13262,"section_number":"13.1-672.6","catch_line":"Shareholder action to appoint a custodian or receiver for a public corporation","url":"\/13.1-672.6\/","token":"13.1\/9\/8.1\/13.1-672.6","metadata":false},{"id":69015,"structure_id":13262,"section_number":"13.1-672.7","catch_line":"Shareholder defined","url":"\/13.1-672.7\/","token":"13.1\/9\/8.1\/13.1-672.7","metadata":false}],"next_section":{"id":83444,"structure_id":13262,"section_number":"13.1-672.2","catch_line":"Discontinuance or settlement","url":"\/13.1-672.2\/","token":"13.1\/9\/8.1\/13.1-672.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-672.1\/","history_text":"

This law was first created in 1992. The record of its establishment is cataloged in chapter 802 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 1992 \u201cActs\u201d aren\u2019t available online. It has been modified 3 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 2007, chapter 165<\/a>; in 2010, chapter 782<\/a>; 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":75549,"section_number":"13.1-672.3","catch_line":"Foreign corporations","order_by":null,"url":"\/13.1-672.3\/"},{"id":69281,"section_number":"13.1-681.1","catch_line":"Removal of directors by judicial proceeding","order_by":null,"url":"\/13.1-681.1\/"}],"refers_to":false,"permalink":{"id":151141,"object_type":"law","relational_id":54967,"identifier":"13.1-672.1","token":"13.1\/9\/8.1\/13.1-672.1","url":"\/13.1-672.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-672.1\/","token":"13.1\/9\/8.1\/13.1-672.1","dublin_core":{"Title":"Standing; condition precedent; stay of proceedings","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-672.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A shareholder<\/span> shall not commence or maintain a derivative proceeding<\/span> unless the shareholder<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Was a shareholder<\/span> of the corporation<\/span> at the time of the act or omission complained of, became a shareholder<\/span> through transfer by operation of law<\/span> from one who was a shareholder<\/span> at that time, or became a shareholder<\/span> before public disclosure and without knowledge of the act or omission complained of; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Was a shareholder<\/span> at the time the shareholder<\/span> made the written<\/span> demand required by subdivision B 1; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Fairly and adequately represents the interests<\/span> of the corporation<\/span> in enforcing the right of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> No shareholder<\/span> may commence a derivative proceeding<\/span> until: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A written<\/span> demand has been made on the corporation<\/span> to take suitable action; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Ninety days have expired from the date delivery<\/span> of the written<\/span> demand was made on the corporation<\/span> unless (i) the shareholder<\/span> has earlier been notified that the demand has been rejected by the corporation<\/span> or (ii) irreparable injury to the corporation<\/span> would result by waiting for the expiration of the 90-day period. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the corporation<\/span> commences an inquiry into the allegations<\/span> made in the demand or complaint, the court<\/span> may stay<\/span> any derivative proceeding<\/span> for such period as the court<\/span> deems appropriate. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSTANDING; CONDITION PRECEDENT; STAY OF PROCEEDINGS (\u00a7 13.1-672.1)\n\nA. A shareholder shall not commence or maintain a derivative proceeding unless\nthe shareholder:\n\n 1. Was a shareholder of the corporation at the time of the act or omission\n complained of, became a shareholder through transfer by operation of law from\n one who was a shareholder at that time, or became a shareholder before public\n disclosure and without knowledge of the act or omission complained of;\n\n 2. Was a shareholder at the time the shareholder made the written demand\n required by subdivision B 1; and\n\n 3. Fairly and adequately represents the interests of the corporation in\n enforcing the right of the corporation.\n\nB. No shareholder may commence a derivative proceeding until:\n\n 1. A written demand has been made on the corporation to take suitable action;\n and\n\n 2. Ninety days have expired from the date delivery of the written demand was\n made on the corporation unless (i) the shareholder has earlier been notified\n that the demand has been rejected by the corporation or (ii) irreparable\n injury to the corporation would result by waiting for the expiration of the\n 90-day period.\n\nC. If the corporation commences an inquiry into the allegations made in the\ndemand or complaint, the court may stay any derivative proceeding for such\nperiod as the court deems appropriate.\n\nHISTORY: 1992, c. 802; 2007, c. 165; 2010, 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}}