{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-728.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-728.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-728.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-728.2.html"}],"law_id":61101,"edition_id":1,"section_id":61101,"structure_id":15776,"section_number":"13.1-728.2","catch_line":"Application","history":"1989, c. 14; 1990, c. 252; 2005, c. 765.","full_text":"Unless, at the time of any control share acquisition with respect to a public corporation, such corporation’s articles of incorporation or bylaws provide that this article does not apply to acquisitions of shares of such corporation, shares of such corporation acquired in such control share acquisition have only such voting rights as are conferred by \u00a7 13.1-728.3. Unless by midnight of the fourth day following (i) the receipt by the secretary of the corporation at the principal office of the corporation, of a notice expressly and specifically describing a proposed control share acquisition, or (ii) in case the proposed control share acquisition is to be made by tender offer, a public announcement, the corporation’s articles of incorporation or bylaws provide that this article does not apply, then the provisions of \u00a7 13.1-728.3 shall apply to shares to be acquired in such control share acquisition.","order_by":null,"text":{"0":{"id":223371,"text":"Unless, at the time of any control share acquisition with respect to a public corporation, such corporation’s articles of incorporation or bylaws provide that this article does not apply to acquisitions of shares of such corporation, shares of such corporation acquired in such control share acquisition have only such voting rights as are conferred by \u00a7 13.1-728.3. Unless by midnight of the fourth day following (i) the receipt by the secretary of the corporation at the principal office of the corporation, of a notice expressly and specifically describing a proposed control share acquisition, or (ii) in case the proposed control share acquisition is to be made by tender offer, a public announcement, the corporation’s articles of incorporation or bylaws provide that this article does not apply, then the provisions of \u00a7 13.1-728.3 shall apply to shares to be acquired in such control share acquisition.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":15776,"edition_id":1,"name":"Control Share Acquisitions","identifier":"14.1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:59:22","date_modified":"2026-06-26 03:59:22","permalink":{"id":150507,"object_type":"structure","relational_id":15776,"identifier":"14.1","token":"13.1\/9\/14.1","url":"\/13.1\/9\/14.1\/","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":85315,"structure_id":15776,"section_number":"13.1-728.1","catch_line":"Definitions","url":"\/13.1-728.1\/","token":"13.1\/9\/14.1\/13.1-728.1","metadata":false},{"id":61101,"structure_id":15776,"section_number":"13.1-728.2","catch_line":"Application","url":"\/13.1-728.2\/","token":"13.1\/9\/14.1\/13.1-728.2","metadata":false},{"id":64876,"structure_id":15776,"section_number":"13.1-728.3","catch_line":"Voting rights","url":"\/13.1-728.3\/","token":"13.1\/9\/14.1\/13.1-728.3","metadata":false},{"id":66675,"structure_id":15776,"section_number":"13.1-728.4","catch_line":"Control share acquisition statement","url":"\/13.1-728.4\/","token":"13.1\/9\/14.1\/13.1-728.4","metadata":false},{"id":63612,"structure_id":15776,"section_number":"13.1-728.5","catch_line":"Meeting of shareholders","url":"\/13.1-728.5\/","token":"13.1\/9\/14.1\/13.1-728.5","metadata":false},{"id":66018,"structure_id":15776,"section_number":"13.1-728.6","catch_line":"Notice to shareholders","url":"\/13.1-728.6\/","token":"13.1\/9\/14.1\/13.1-728.6","metadata":false},{"id":61529,"structure_id":15776,"section_number":"13.1-728.7","catch_line":"Redemption","url":"\/13.1-728.7\/","token":"13.1\/9\/14.1\/13.1-728.7","metadata":false},{"id":76494,"structure_id":15776,"section_number":"13.1-728.8","catch_line":"Appraisal rights","url":"\/13.1-728.8\/","token":"13.1\/9\/14.1\/13.1-728.8","metadata":false},{"id":60731,"structure_id":15776,"section_number":"13.1-728.9","catch_line":"Nonexclusivity","url":"\/13.1-728.9\/","token":"13.1\/9\/14.1\/13.1-728.9","metadata":false}],"previous_section":{"id":85315,"structure_id":15776,"section_number":"13.1-728.1","catch_line":"Definitions","url":"\/13.1-728.1\/","token":"13.1\/9\/14.1\/13.1-728.1","metadata":false},"next_section":{"id":64876,"structure_id":15776,"section_number":"13.1-728.3","catch_line":"Voting rights","url":"\/13.1-728.3\/","token":"13.1\/9\/14.1\/13.1-728.3","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-728.2\/","history_text":"

This law was first created in 1989. The record of its establishment is cataloged in chapter 14 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 1989 \u201cActs\u201d aren\u2019t available online. 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 1990, chapter 252; in 2005, chapter 765<\/a>.<\/p>","references":[{"id":69231,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","order_by":null,"url":"\/13.1-719.1\/"}],"refers_to":[{"id":64876,"section_number":"13.1-728.3","catch_line":"Voting rights","order_by":null,"url":"\/13.1-728.3\/"}],"permalink":{"id":150513,"object_type":"law","relational_id":61101,"identifier":"13.1-728.2","token":"13.1\/9\/14.1\/13.1-728.2","url":"\/13.1-728.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-728.2\/","token":"13.1\/9\/14.1\/13.1-728.2","dublin_core":{"Title":"Application","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-728.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Unless, at the time of any control share acquisition<\/span> with respect to a public corporation<\/span>, such corporation’s articles of incorporation<\/span> or bylaws provide that this article does not apply to acquisitions of shares<\/span> of such corporation, shares<\/span> of such corporation acquired in such control share acquisition<\/span> have only such voting rights as are conferred by \u00a7 13.1-728.3<\/a>. Unless by midnight of the fourth day following (i) the receipt by the secretary<\/span> of the corporation at the principal office<\/span> of the corporation, of a notice expressly and specifically describing a proposed control share acquisition<\/span>, or (ii) in case the proposed control share acquisition<\/span> is to be made by tender offer, a public announcement, the corporation’s articles of incorporation<\/span> or bylaws provide that this article does not apply, then the provisions of \u00a7 13.1-728.3<\/a> shall apply to shares<\/span> to be acquired in such control share acquisition<\/span>.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAPPLICATION (\u00a7 13.1-728.2)\n\nUnless, at the time of any control share acquisition with respect to a public\ncorporation, such corporation’s articles of incorporation or bylaws\nprovide that this article does not apply to acquisitions of shares of such\ncorporation, shares of such corporation acquired in such control share\nacquisition have only such voting rights as are conferred by \u00a7 13.1-728.3.\nUnless by midnight of the fourth day following (i) the receipt by the secretary\nof the corporation at the principal office of the corporation, of a notice\nexpressly and specifically describing a proposed control share acquisition, or\n(ii) in case the proposed control share acquisition is to be made by tender\noffer, a public announcement, the corporation’s articles of incorporation\nor bylaws provide that this article does not apply, then the provisions of \u00a7\n13.1-728.3 shall apply to shares to be acquired in such control share\nacquisition.\n\nHISTORY: 1989, c. 14; 1990, c. 252; 2005, c. 765.","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}}