{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-728.7.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-728.7.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-728.7.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-728.7.html"}],"law_id":61529,"edition_id":1,"section_id":61529,"structure_id":15776,"section_number":"13.1-728.7","catch_line":"Redemption","history":"1989, c. 14; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nIf authorized in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, the shares acquired in such control share acquisition with respect to which no control share acquisition statement has been filed with the public corporation may, at any time during the period ending 60 days after the last acquisition of such shares by the acquiring person, be redeemed by the corporation at the redemption price specified in subsection C.B\n\nIf authorized in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, shares acquired in such control share acquisition with respect to which the shareholders have failed to grant voting rights at a special meeting or, if no special meeting for such purpose has been convened, at an annual meeting may, at any time during the period ending 60 days after such meeting, be redeemed by the corporation at the redemption price specified in subsection C.C\n\nThe redemption price for shares to be redeemed under this section shall be the number of such shares multiplied by the dollar amount (rounded to the nearest cent) equal to the average per share price, including any brokerage commissions, transfer taxes and soliciting dealer’s fees, paid by the acquiring person for such shares. The corporation may rely conclusively on public announcements by, or filings with the U.S. Securities and Exchange Commission by, the acquiring person as to the prices so paid.","order_by":null,"text":{"0":{"id":224684,"text":"If authorized in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, the shares acquired in such control share acquisition with respect to which no control share acquisition statement has been filed with the public corporation may, at any time during the period ending 60 days after the last acquisition of such shares by the acquiring person, be redeemed by the corporation at the redemption price specified in subsection C.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":224685,"text":"If authorized in a corporation’s articles of incorporation or bylaws before a control share acquisition has occurred, shares acquired in such control share acquisition with respect to which the shareholders have failed to grant voting rights at a special meeting or, if no special meeting for such purpose has been convened, at an annual meeting may, at any time during the period ending 60 days after such meeting, be redeemed by the corporation at the redemption price specified in subsection C.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":224686,"text":"The redemption price for shares to be redeemed under this section shall be the number of such shares multiplied by the dollar amount (rounded to the nearest cent) equal to the average per share price, including any brokerage commissions, transfer taxes and soliciting dealer’s fees, paid by the acquiring person for such shares. The corporation may rely conclusively on public announcements by, or filings with the U.S. Securities and Exchange Commission by, the acquiring person as to the prices so paid.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-728.7\/","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":false,"refers_to":false,"permalink":{"id":150533,"object_type":"law","relational_id":61529,"identifier":"13.1-728.7","token":"13.1\/9\/14.1\/13.1-728.7","url":"\/13.1-728.7\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-728.7\/","token":"13.1\/9\/14.1\/13.1-728.7","dublin_core":{"Title":"Redemption","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-728.7","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If authorized in a corporation’s articles of incorporation<\/span> or bylaws before a control share acquisition<\/span> has occurred, the shares<\/span> acquired in such control share acquisition<\/span> with respect to which no control share acquisition<\/span> statement has been filed with the public corporation<\/span> may, at any time during the period ending 60 days after the last acquisition of such shares<\/span> by the acquiring person<\/span>, be redeemed by the corporation at the redemption<\/span> price specified in subsection C. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If authorized in a corporation’s articles of incorporation<\/span> or bylaws before a control share acquisition<\/span> has occurred, shares<\/span> acquired in such control share acquisition<\/span> with respect to which the shareholders<\/span> have failed to grant voting rights at a special meeting or, if no special meeting for such purpose has been convened, at an annual meeting may, at any time during the period ending 60 days after such meeting, be redeemed by the corporation at the redemption<\/span> price specified in subsection C. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The redemption<\/span> price for shares<\/span> to be redeemed under this section shall be the number of such shares<\/span> multiplied by the dollar amount (rounded to the nearest cent) equal to the average per share price, including any brokerage commissions<\/span>, transfer taxes and soliciting dealer’s fees, paid by the acquiring person<\/span> for such shares<\/span>. The corporation may rely conclusively on public announcements by, or filings with the U.S. Securities and Exchange Commission<\/span> by, the acquiring person<\/span> as to the prices so paid. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nREDEMPTION (\u00a7 13.1-728.7)\n\nA. If authorized in a corporation’s articles of incorporation or bylaws\nbefore a control share acquisition has occurred, the shares acquired in such\ncontrol share acquisition with respect to which no control share acquisition\nstatement has been filed with the public corporation may, at any time during the\nperiod ending 60 days after the last acquisition of such shares by the acquiring\nperson, be redeemed by the corporation at the redemption price specified in\nsubsection C.\n\nB. If authorized in a corporation’s articles of incorporation or bylaws\nbefore a control share acquisition has occurred, shares acquired in such control\nshare acquisition with respect to which the shareholders have failed to grant\nvoting rights at a special meeting or, if no special meeting for such purpose\nhas been convened, at an annual meeting may, at any time during the period\nending 60 days after such meeting, be redeemed by the corporation at the\nredemption price specified in subsection C.\n\nC. The redemption price for shares to be redeemed under this section shall be\nthe number of such shares multiplied by the dollar amount (rounded to the\nnearest cent) equal to the average per share price, including any brokerage\ncommissions, transfer taxes and soliciting dealer’s fees, paid by the\nacquiring person for such shares. The corporation may rely conclusively on\npublic announcements by, or filings with the U.S. Securities and Exchange\nCommission by, the acquiring person as to the prices so paid.\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}}