{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-728.5.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-728.5.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-728.5.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-728.5.html"}],"law_id":63612,"edition_id":1,"section_id":63612,"structure_id":15776,"section_number":"13.1-728.5","catch_line":"Meeting of shareholders","history":"1989, c. 14; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nIf the acquiring person so requests at the time of delivery of a control share acquisition statement and gives an undertaking to pay the corporation’s expenses of a special meeting, within 10 days thereafter the directors of the public corporation shall call a special meeting of shareholders for the purpose of considering the voting rights to be granted the shares acquired or to be acquired in the control share acquisition.B\n\nUnless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within 50 days after receipt by the public corporation of the request.C\n\nIf the acquiring person so requests in writing at the time of delivery of the control share acquisition statement, the special meeting shall not be held sooner than 30 days after receipt by the public corporation of the acquiring person’s statement.D\n\nIf the acquiring person makes no request under subsection A but delivers, no later than 60 days before the intended date of notice of an annual meeting of shareholders, a control share acquisition statement with respect to shares acquired in a control share acquisition, the voting rights to be granted such shares shall be considered by any such annual meeting.E\n\nNotwithstanding any contrary provision of this chapter, an appointment of a proxy that confers authority to vote on the granting of voting rights pursuant to this article shall be solicited separately from any offer to purchase, or from any solicitation of an offer to sell, shares of the public corporation, and may not be solicited sooner than 30 days before the meeting unless otherwise agreed to in writing by the acquiring person and the public corporation. No such appointment may be solicited or voted unless the appointment expressly provides that it is revocable at all times until the completion of the vote.F\n\nNotwithstanding subsection A, the board of directors of the public corporation may decline to call a special meeting of shareholders requested under such subsection if they determine that, at the time of such request, the acquiring person does not beneficially own shares having at least five percent of the votes entitled to be cast at an election of directors. If the directors so decline and if the control share acquisition statement accompanying such request was delivered no later than 60 days before the intended date of notice of an annual meeting of shareholders, the voting rights to be granted shares acquired or to be acquired in the control share acquisition described in the control share acquisition statement shall be considered at such annual meeting.G\n\nThe control share acquisition statement required pursuant to subsections A, C, D, and E shall be delivered under and meet the requirements of § 13.1-728.4.","order_by":null,"text":{"0":{"id":231738,"text":"If the acquiring person so requests at the time of delivery of a control share acquisition statement and gives an undertaking to pay the corporation’s expenses of a special meeting, within 10 days thereafter the directors of the public corporation shall call a special meeting of shareholders for the purpose of considering the voting rights to be granted the shares acquired or to be acquired in the control share acquisition.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":231739,"text":"Unless the acquiring person agrees in writing to another date, the special meeting of shareholders shall be held within 50 days after receipt by the public corporation of the request.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":231740,"text":"If the acquiring person so requests in writing at the time of delivery of the control share acquisition statement, the special meeting shall not be held sooner than 30 days after receipt by the public corporation of the acquiring person’s statement.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":231741,"text":"If the acquiring person makes no request under subsection A but delivers, no later than 60 days before the intended date of notice of an annual meeting of shareholders, a control share acquisition statement with respect to shares acquired in a control share acquisition, the voting rights to be granted such shares shall be considered by any such annual meeting.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":231742,"text":"Notwithstanding any contrary provision of this chapter, an appointment of a proxy that confers authority to vote on the granting of voting rights pursuant to this article shall be solicited separately from any offer to purchase, or from any solicitation of an offer to sell, shares of the public corporation, and may not be solicited sooner than 30 days before the meeting unless otherwise agreed to in writing by the acquiring person and the public corporation. No such appointment may be solicited or voted unless the appointment expressly provides that it is revocable at all times until the completion of the vote.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":231743,"text":"Notwithstanding subsection A, the board of directors of the public corporation may decline to call a special meeting of shareholders requested under such subsection if they determine that, at the time of such request, the acquiring person does not beneficially own shares having at least five percent of the votes entitled to be cast at an election of directors. If the directors so decline and if the control share acquisition statement accompanying such request was delivered no later than 60 days before the intended date of notice of an annual meeting of shareholders, the voting rights to be granted shares acquired or to be acquired in the control share acquisition described in the control share acquisition statement shall be considered at such annual meeting.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":231744,"text":"The control share acquisition statement required pursuant to subsections A, C, D, and E shall be delivered under and meet the requirements of § 13.1-728.4.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-728.5\/","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 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":66018,"section_number":"13.1-728.6","catch_line":"Notice to shareholders","order_by":null,"url":"\/13.1-728.6\/"}],"refers_to":[{"id":66675,"section_number":"13.1-728.4","catch_line":"Control share acquisition statement","order_by":null,"url":"\/13.1-728.4\/"}],"permalink":{"id":150525,"object_type":"law","relational_id":63612,"identifier":"13.1-728.5","token":"13.1\/9\/14.1\/13.1-728.5","url":"\/13.1-728.5\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-728.5\/","token":"13.1\/9\/14.1\/13.1-728.5","dublin_core":{"Title":"Meeting of shareholders","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-728.5","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If the acquiring person<\/span> so requests at the time of delivery<\/span> of a control share acquisition<\/span> statement and gives an undertaking to pay the corporation’s expenses<\/span> of a special meeting, within 10 days thereafter the directors of the public corporation<\/span> shall call a special meeting of shareholders<\/span> for the purpose of considering the voting rights to be granted the shares<\/span> acquired or to be acquired in the control share acquisition<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless the acquiring person<\/span> agrees in writing<\/span> to another date, the special meeting of shareholders<\/span> shall be held within 50 days after receipt by the public corporation<\/span> of the request. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the acquiring person<\/span> so requests in writing<\/span> at the time of delivery<\/span> of the control share acquisition<\/span> statement, the special meeting shall not be held sooner than 30 days after receipt by the public corporation<\/span> of the acquiring person<\/span>’s statement. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the acquiring person<\/span> makes no request under subsection A but delivers<\/span>, no later than 60 days before the intended date of notice of an annual meeting of shareholders<\/span>, a control share acquisition<\/span> statement with respect to shares<\/span> acquired in a control share acquisition<\/span>, the voting rights to be granted such shares<\/span> shall be considered by any such annual meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Notwithstanding any contrary provision of this chapter, an appointment of a proxy that confers authority to vote on the granting of voting rights pursuant to this article shall be solicited separately from any offer to purchase, or from any solicitation of an offer to sell, shares<\/span> of the public corporation<\/span>, and may not be solicited sooner than 30 days before the meeting unless otherwise agreed to in writing<\/span> by the acquiring person<\/span> and the public corporation<\/span>. No such appointment may be solicited or voted unless the appointment expressly provides that it is revocable at all times until the completion of the vote. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Notwithstanding subsection A, the board of directors of the public corporation<\/span> may decline to call a special meeting of shareholders<\/span> requested under such subsection if they determine that, at the time of such request, the acquiring person<\/span> does not beneficially own shares<\/span> having at least five percent of the votes entitled to be cast at an election of directors. If the directors so decline and if the control share acquisition<\/span> statement accompanying such request was delivered no later than 60 days before the intended date of notice of an annual meeting of shareholders<\/span>, the voting rights to be granted shares<\/span> acquired or to be acquired in the control share acquisition<\/span> described in the control share acquisition<\/span> statement shall be considered at such annual meeting. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The control share acquisition<\/span> statement required pursuant to subsections A, C, D, and E shall be delivered under and meet the requirements of § 13.1-728.4<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMEETING OF SHAREHOLDERS (\u00a7 13.1-728.5)\n\nA. If the acquiring person so requests at the time of delivery of a control\nshare acquisition statement and gives an undertaking to pay the\ncorporation’s expenses of a special meeting, within 10 days thereafter the\ndirectors of the public corporation shall call a special meeting of shareholders\nfor the purpose of considering the voting rights to be granted the shares\nacquired or to be acquired in the control share acquisition.\n\nB. Unless the acquiring person agrees in writing to another date, the special\nmeeting of shareholders shall be held within 50 days after receipt by the public\ncorporation of the request.\n\nC. If the acquiring person so requests in writing at the time of delivery of the\ncontrol share acquisition statement, the special meeting shall not be held\nsooner than 30 days after receipt by the public corporation of the acquiring\nperson’s statement.\n\nD. If the acquiring person makes no request under subsection A but delivers, no\nlater than 60 days before the intended date of notice of an annual meeting of\nshareholders, a control share acquisition statement with respect to shares\nacquired in a control share acquisition, the voting rights to be granted such\nshares shall be considered by any such annual meeting.\n\nE. Notwithstanding any contrary provision of this chapter, an appointment of a\nproxy that confers authority to vote on the granting of voting rights pursuant\nto this article shall be solicited separately from any offer to purchase, or\nfrom any solicitation of an offer to sell, shares of the public corporation, and\nmay not be solicited sooner than 30 days before the meeting unless otherwise\nagreed to in writing by the acquiring person and the public corporation. No such\nappointment may be solicited or voted unless the appointment expressly provides\nthat it is revocable at all times until the completion of the vote.\n\nF. Notwithstanding subsection A, the board of directors of the public\ncorporation may decline to call a special meeting of shareholders requested\nunder such subsection if they determine that, at the time of such request, the\nacquiring person does not beneficially own shares having at least five percent\nof the votes entitled to be cast at an election of directors. If the directors\nso decline and if the control share acquisition statement accompanying such\nrequest was delivered no later than 60 days before the intended date of notice\nof an annual meeting of shareholders, the voting rights to be granted shares\nacquired or to be acquired in the control share acquisition described in the\ncontrol share acquisition statement shall be considered at such annual meeting.\n\nG. The control share acquisition statement required pursuant to subsections A,\nC, D, and E shall be delivered under and meet the requirements of §\n13.1-728.4.\n\nHISTORY: 1989, c. 14; 2005, c. 765; 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}}