{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-708.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-708.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-708.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-708.html"}],"law_id":79625,"edition_id":1,"section_id":79625,"structure_id":14020,"section_number":"13.1-708","catch_line":"Voting on amendments by voting groups","history":"Code 1950, \u00a7 13.1-57; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1996, c. 238; 1997, c. 400; 2005, c. 765; 2008, c. 91; 2019, c. 734.","full_text":"A\n\nExcept as otherwise provided in the articles of incorporation, if a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group on a proposed amendment of the articles of incorporation if shareholder voting is otherwise required by this chapter and if the amendment would:1\n\nEffect an exchange or reclassification of all or part of the shares of the class into shares of another class;2\n\nEffect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;3\n\nChange the rights, preferences, or limitations of all or part of the shares of the class, but such class shall not be entitled to vote as a separate voting group on an amendment increasing the number of authorized shares of a subordinate class solely because both such classes vote on some or all matters as a single voting group;4\n\nChange the shares of all or part of the class into a different number of shares of the same class;5\n\nCreate a new class of shares or change a class of shares with subordinate and inferior rights into a class of shares, having rights or preferences with respect to distributions that are prior or superior to the shares of the class;6\n\nIncrease the rights, preferences, or number of authorized shares of any class that after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;7\n\nLimit or deny an existing preemptive right of all or part of the shares of the class; or8\n\nCancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.B\n\nIf a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection A, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.C\n\nIf a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to subsection B of § 13.1-707.D\n\nExcept as otherwise provided in the articles of incorporation, shares that are convertible into shares of another class or series shall not have any right, prior to conversion, to vote on any matter because it affects the class or series into which such shares are convertible.","order_by":null,"text":{"0":{"id":285317,"text":"Except as otherwise provided in the articles of incorporation, if a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group on a proposed amendment of the articles of incorporation if shareholder voting is otherwise required by this chapter and if the amendment would:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":285318,"text":"Effect an exchange or reclassification of all or part of the shares of the class into shares of another class;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":285319,"text":"Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares of another class into shares of the class;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":285320,"text":"Change the rights, preferences, or limitations of all or part of the shares of the class, but such class shall not be entitled to vote as a separate voting group on an amendment increasing the number of authorized shares of a subordinate class solely because both such classes vote on some or all matters as a single voting group;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":285321,"text":"Change the shares of all or part of the class into a different number of shares of the same class;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":285322,"text":"Create a new class of shares or change a class of shares with subordinate and inferior rights into a class of shares, having rights or preferences with respect to distributions that are prior or superior to the shares of the class;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":285323,"text":"Increase the rights, preferences, or number of authorized shares of any class that after giving effect to the amendment, have rights or preferences with respect to distributions that are prior or superior to the shares of the class;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":285324,"text":"Limit or deny an existing preemptive right of all or part of the shares of the class; or","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":285325,"text":"Cancel or otherwise affect rights to distributions that have accumulated but not yet been authorized on all or part of the shares of the class.","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"B"},"9":{"id":285326,"text":"If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection A, the holders of shares of that series are entitled to vote as a separate voting group on the proposed amendment.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A8","next_prefix":"C"},"10":{"id":285327,"text":"If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group on the proposed amendment, unless otherwise provided in the articles of incorporation or added as a condition by the board of directors pursuant to subsection B of § 13.1-707.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"11":{"id":285328,"text":"Except as otherwise provided in the articles of incorporation, shares that are convertible into shares of another class or series shall not have any right, prior to conversion, to vote on any matter because it affects the class or series into which such shares are convertible.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":14020,"edition_id":1,"name":"Amendment of Articles of Incorporation and Bylaws","identifier":"11","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:46:37","date_modified":"2026-06-26 03:46:37","permalink":{"id":150307,"object_type":"structure","relational_id":14020,"identifier":"11","token":"13.1\/9\/11","url":"\/13.1\/9\/11\/","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":71609,"structure_id":14020,"section_number":"13.1-705","catch_line":"Authority to amend articles of incorporation","url":"\/13.1-705\/","token":"13.1\/9\/11\/13.1-705","metadata":false},{"id":55616,"structure_id":14020,"section_number":"13.1-706","catch_line":"Amendment of articles of incorporation by the board of directors","url":"\/13.1-706\/","token":"13.1\/9\/11\/13.1-706","metadata":false},{"id":82695,"structure_id":14020,"section_number":"13.1-707","catch_line":"Amendment of articles of incorporation by the board of directors and shareholders","url":"\/13.1-707\/","token":"13.1\/9\/11\/13.1-707","metadata":false},{"id":79625,"structure_id":14020,"section_number":"13.1-708","catch_line":"Voting on amendments by voting groups","url":"\/13.1-708\/","token":"13.1\/9\/11\/13.1-708","metadata":false},{"id":70564,"structure_id":14020,"section_number":"13.1-709","catch_line":"Amendment of articles of incorporation by incorporators","url":"\/13.1-709\/","token":"13.1\/9\/11\/13.1-709","metadata":false},{"id":55110,"structure_id":14020,"section_number":"13.1-710","catch_line":"Articles of amendment","url":"\/13.1-710\/","token":"13.1\/9\/11\/13.1-710","metadata":false},{"id":58149,"structure_id":14020,"section_number":"13.1-711","catch_line":"Restated articles of incorporation","url":"\/13.1-711\/","token":"13.1\/9\/11\/13.1-711","metadata":false},{"id":73433,"structure_id":14020,"section_number":"13.1-712","catch_line":"Repealed","url":"\/13.1-712\/","token":"13.1\/9\/11\/13.1-712","metadata":false},{"id":63596,"structure_id":14020,"section_number":"13.1-712.1","catch_line":"Abandonment of amendment or restatement of articles of incorporation","url":"\/13.1-712.1\/","token":"13.1\/9\/11\/13.1-712.1","metadata":false},{"id":64290,"structure_id":14020,"section_number":"13.1-713","catch_line":"Effect of amendment of articles of incorporation","url":"\/13.1-713\/","token":"13.1\/9\/11\/13.1-713","metadata":false},{"id":57867,"structure_id":14020,"section_number":"13.1-714","catch_line":"Amendment of bylaws by board of directors or shareholders","url":"\/13.1-714\/","token":"13.1\/9\/11\/13.1-714","metadata":false},{"id":55302,"structure_id":14020,"section_number":"13.1-715","catch_line":"Bylaw provisions increasing quorum or voting requirements for the board of directors","url":"\/13.1-715\/","token":"13.1\/9\/11\/13.1-715","metadata":false}],"previous_section":{"id":82695,"structure_id":14020,"section_number":"13.1-707","catch_line":"Amendment of articles of incorporation by the board of directors and shareholders","url":"\/13.1-707\/","token":"13.1\/9\/11\/13.1-707","metadata":false},"next_section":{"id":70564,"structure_id":14020,"section_number":"13.1-709","catch_line":"Amendment of articles of incorporation by incorporators","url":"\/13.1-709\/","token":"13.1\/9\/11\/13.1-709","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-708\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 8 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 1975, chapter 500; in 1985, chapter 522; in 1996, chapter 238<\/a>; in 1997, chapter 400<\/a>; in 2005, chapter 765<\/a>; in 2008, chapter 91<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":84488,"section_number":"13.1-666","catch_line":"Quorum and voting requirements for voting groups","order_by":null,"url":"\/13.1-666\/"},{"id":78280,"section_number":"13.1-718","catch_line":"Action on a plan of merger or share exchange","order_by":null,"url":"\/13.1-718\/"},{"id":58783,"section_number":"13.1-722.3","catch_line":"Action on a plan of domestication of a domestic corporation","order_by":null,"url":"\/13.1-722.3\/"}],"refers_to":false,"permalink":{"id":150321,"object_type":"law","relational_id":79625,"identifier":"13.1-708","token":"13.1\/9\/11\/13.1-708","url":"\/13.1-708\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-708\/","token":"13.1\/9\/11\/13.1-708","dublin_core":{"Title":"Voting on amendments by voting groups","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-708","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as otherwise provided in the articles of incorporation<\/span>, if a corporation<\/span> has more than one class of shares<\/span> outstanding, the holders of the outstanding shares<\/span> of a class are entitled to vote as a separate voting group<\/span> on a proposed amendment of the articles of incorporation<\/span> if shareholder<\/span> voting is otherwise required by this chapter and if the amendment would: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Effect an exchange or reclassification of all or part of the shares<\/span> of the class into shares<\/span> of another class; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Effect an exchange or reclassification, or create the right of exchange, of all or part of the shares<\/span> of another class into shares<\/span> of the class; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Change the rights, preferences, or limitations of all or part of the shares of the class, but such class shall not be entitled to vote as a separate voting group<\/span> on an amendment increasing the number of authorized shares<\/span> of a subordinate class solely because both such classes vote on some or all matters as a single voting group<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Change the shares of all or part of the class into a different number of shares of the same class; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Create a new class of shares or change a class of shares with subordinate and inferior rights into a class of shares, having rights or preferences with respect to distributions<\/span> that are prior or superior to the shares of the class; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Increase the rights, preferences, or number of authorized shares<\/span> of any class that after giving effect to the amendment, have rights or preferences with respect to distributions<\/span> that are prior or superior to the shares of the class; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Limit or deny an existing preemptive right of all or part of the shares of the class; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Cancel or otherwise affect rights to distributions<\/span> that have accumulated but not yet been authorized on all or part of the shares of the class. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If a proposed amendment would affect a series of a class of shares in one or more of the ways described in subsection A, the holders of shares of that series are entitled to vote as a separate voting group<\/span> on the proposed amendment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If a proposed amendment that entitles the holders of two or more classes or series of shares to vote as separate voting groups<\/span> under this section would affect those two or more classes or series in the same or a substantially similar way, the holders of shares of all the classes or series so affected shall vote together as a single voting group<\/span> on the proposed amendment, unless otherwise provided in the articles of incorporation<\/span> or added as a condition by the board of directors pursuant to subsection B of § 13.1-707<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Except as otherwise provided in the articles of incorporation<\/span>, shares that are convertible into shares of another class or series shall not have any right, prior to conversion, to vote on any matter because it affects the class or series into which such shares are convertible. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOTING ON AMENDMENTS BY VOTING GROUPS (\u00a7 13.1-708)\n\nA. Except as otherwise provided in the articles of incorporation, if a\ncorporation has more than one class of shares outstanding, the holders of the\noutstanding shares of a class are entitled to vote as a separate voting group on\na proposed amendment of the articles of incorporation if shareholder voting is\notherwise required by this chapter and if the amendment would:\n\n 1. Effect an exchange or reclassification of all or part of the shares of the\n class into shares of another class;\n\n 2. Effect an exchange or reclassification, or create the right of exchange, of\n all or part of the shares of another class into shares of the class;\n\n 3. Change the rights, preferences, or limitations of all or part of the shares\n of the class, but such class shall not be entitled to vote as a separate\n voting group on an amendment increasing the number of authorized shares of a\n subordinate class solely because both such classes vote on some or all matters\n as a single voting group;\n\n 4. Change the shares of all or part of the class into a different number of\n shares of the same class;\n\n 5. Create a new class of shares or change a class of shares with subordinate\n and inferior rights into a class of shares, having rights or preferences with\n respect to distributions that are prior or superior to the shares of the\n class;\n\n 6. Increase the rights, preferences, or number of authorized shares of any\n class that after giving effect to the amendment, have rights or preferences\n with respect to distributions that are prior or superior to the shares of the\n class;\n\n 7. Limit or deny an existing preemptive right of all or part of the shares of\n the class; or\n\n 8. Cancel or otherwise affect rights to distributions that have accumulated\n but not yet been authorized on all or part of the shares of the class.\n\nB. If a proposed amendment would affect a series of a class of shares in one or\nmore of the ways described in subsection A, the holders of shares of that series\nare entitled to vote as a separate voting group on the proposed amendment.\n\nC. If a proposed amendment that entitles the holders of two or more classes or\nseries of shares to vote as separate voting groups under this section would\naffect those two or more classes or series in the same or a substantially\nsimilar way, the holders of shares of all the classes or series so affected\nshall vote together as a single voting group on the proposed amendment, unless\notherwise provided in the articles of incorporation or added as a condition by\nthe board of directors pursuant to subsection B of § 13.1-707.\n\nD. Except as otherwise provided in the articles of incorporation, shares that\nare convertible into shares of another class or series shall not have any right,\nprior to conversion, to vote on any matter because it affects the class or\nseries into which such shares are convertible.\n\nHISTORY: Code 1950, \u00a7 13.1-57; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1996,\nc. 238; 1997, c. 400; 2005, c. 765; 2008, c. 91; 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}}