{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-730.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-730.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-730.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-730.html"}],"law_id":65588,"edition_id":1,"section_id":65588,"structure_id":14208,"section_number":"13.1-730","catch_line":"Right to appraisal","history":"Code 1950, \u00a7\u00a7 13-85, 13.1-75, 13.1-78; 1956, c. 428; 1968, c. 733; 1972, c. 425; 1975, c. 500; 1984, c. 613; 1985, c. 522; 1986, c. 540; 1988, c. 442; 1990, c. 229; 1992, c. 575; 1996, c. 246; 1999, c. 288; 2005, c. 765; 2007, c. 165; 2010, c. 782; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nA shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions:1\n\nConsummation of a merger to which the corporation is a party (i) if shareholder approval is required for the merger by § 13.1-718, or would be required but for the provisions of subsection G of § 13.1-718, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger or (ii) if the corporation is a subsidiary and the merger is governed by § 13.1-719;2\n\nConsummation of a share exchange in which the corporation is the acquired entity, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that are not acquired in the share exchange;3\n\nConsummation of a disposition of assets pursuant to § 13.1-724 if the disposition of assets is an interested transaction;4\n\nAn amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;5\n\nAny other merger, share exchange, disposition of assets, or amendment of the articles of incorporation, in each case to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors;6\n\nConsummation of a domestication in which a domestic corporation becomes a foreign corporation if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest in the total voting rights of the outstanding shares of the foreign corporation, as the shares held by the shareholder immediately before the domestication; or7\n\nConsummation of a conversion to an unincorporated entity pursuant to Article 12.2 (§ 13.1-722.8 et seq.).B\n\nNotwithstanding subsection A, the availability of appraisal rights under subdivisions A 1 through A 4, A 6, and A 7 shall be limited in accordance with the following provisions:1\n\nAppraisal rights shall not be available for the holders of shares of any class or series of shares that is:\n\t\t\t\ta. A covered security under § 18(b)(1)(A) or (B) of the federal Securities Act of 1933;\n\t\t\t\tb. Traded in an organized market and has at least 2,000 shareholders and a market value of at least $20 million, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, and directors and by any beneficial shareholder or any voting trust beneficial owner owning more than 10 percent of such shares; or\n\t\t\t\tc. Issued by an open end management investment company registered with the U.S. Securities and Exchange Commission under the federal Investment Company Act of 1940 and that may be redeemed at the option of the holder at net asset value.2\n\nThe applicability of subdivision 1 shall be determined as of:\n\t\t\t\ta. The record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon the corporate action requiring appraisal rights or in the case of an offer made pursuant to subsection G of § 13.1-718, the date of such offer; or\n\t\t\t\tb. The day before the effective date of such corporate action if there is no meeting of shareholders and no offer made pursuant to subsection G of § 13.1-718.3\n\nSubdivision 1 shall not be applicable and appraisal rights shall be available pursuant to subsection A for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision 1 at the time the corporate action becomes effective.4\n\nSubdivision 1 shall not be applicable and appraisal rights shall be available pursuant to subsection A for the holders of any class or series of shares where the corporate action is an interested transaction.C\n\nNotwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment to the articles of incorporation may limit or eliminate appraisal rights for any class or series of preferred shares, except that (i) no such limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group, alone or as a part of a group, on the action, and (ii) any such limitation or elimination contained in an amendment of the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one year after the effective date of such amendment if such action would otherwise afford appraisal rights.","order_by":null,"text":{"0":{"id":238415,"text":"A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder’s shares, in the event of any of the following corporate actions:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":238416,"text":"Consummation of a merger to which the corporation is a party (i) if shareholder approval is required for the merger by § 13.1-718, or would be required but for the provisions of subsection G of § 13.1-718, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger or (ii) if the corporation is a subsidiary and the merger is governed by § 13.1-719;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":238417,"text":"Consummation of a share exchange in which the corporation is the acquired entity, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that are not acquired in the share exchange;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":238418,"text":"Consummation of a disposition of assets pursuant to § 13.1-724 if the disposition of assets is an interested transaction;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":238419,"text":"An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":238420,"text":"Any other merger, share exchange, disposition of assets, or amendment of the articles of incorporation, in each case to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":238421,"text":"Consummation of a domestication in which a domestic corporation becomes a foreign corporation if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest in the total voting rights of the outstanding shares of the foreign corporation, as the shares held by the shareholder immediately before the domestication; or","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":238422,"text":"Consummation of a conversion to an unincorporated entity pursuant to Article 12.2 (§ 13.1-722.8 et seq.).","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"B"},"8":{"id":238423,"text":"Notwithstanding subsection A, the availability of appraisal rights under subdivisions A 1 through A 4, A 6, and A 7 shall be limited in accordance with the following provisions:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A7","next_prefix":"B1"},"9":{"id":238424,"text":"Appraisal rights shall not be available for the holders of shares of any class or series of shares that is:\n\t\t\t\ta. A covered security under § 18(b)(1)(A) or (B) of the federal Securities Act of 1933;\n\t\t\t\tb. Traded in an organized market and has at least 2,000 shareholders and a market value of at least $20 million, exclusive of the value of such shares held by the corporation’s subsidiaries, senior executives, and directors and by any beneficial shareholder or any voting trust beneficial owner owning more than 10 percent of such shares; or\n\t\t\t\tc. Issued by an open end management investment company registered with the U.S. Securities and Exchange Commission under the federal Investment Company Act of 1940 and that may be redeemed at the option of the holder at net asset value.","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"10":{"id":238425,"text":"The applicability of subdivision 1 shall be determined as of:\n\t\t\t\ta. The record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon the corporate action requiring appraisal rights or in the case of an offer made pursuant to subsection G of § 13.1-718, the date of such offer; or\n\t\t\t\tb. The day before the effective date of such corporate action if there is no meeting of shareholders and no offer made pursuant to subsection G of § 13.1-718.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"11":{"id":238426,"text":"Subdivision 1 shall not be applicable and appraisal rights shall be available pursuant to subsection A for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision 1 at the time the corporate action becomes effective.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"12":{"id":238427,"text":"Subdivision 1 shall not be applicable and appraisal rights shall be available pursuant to subsection A for the holders of any class or series of shares where the corporate action is an interested transaction.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"C"},"13":{"id":238428,"text":"Notwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment to the articles of incorporation may limit or eliminate appraisal rights for any class or series of preferred shares, except that (i) no such limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group, alone or as a part of a group, on the action, and (ii) any such limitation or elimination contained in an amendment of the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one year after the effective date of such amendment if such action would otherwise afford appraisal rights.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B4"}},"ancestry":[{"id":14208,"edition_id":1,"name":"Appraisal Rights and Other Remedies","identifier":"15","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:47:17","date_modified":"2026-06-26 03:47:17","permalink":{"id":150545,"object_type":"structure","relational_id":14208,"identifier":"15","token":"13.1\/9\/15","url":"\/13.1\/9\/15\/","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":77282,"structure_id":14208,"section_number":"13.1-729","catch_line":"Definitions","url":"\/13.1-729\/","token":"13.1\/9\/15\/13.1-729","metadata":false},{"id":65588,"structure_id":14208,"section_number":"13.1-730","catch_line":"Right to appraisal","url":"\/13.1-730\/","token":"13.1\/9\/15\/13.1-730","metadata":false},{"id":62037,"structure_id":14208,"section_number":"13.1-731","catch_line":"Assertion of rights by nominees and beneficial owners","url":"\/13.1-731\/","token":"13.1\/9\/15\/13.1-731","metadata":false},{"id":87218,"structure_id":14208,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","url":"\/13.1-732\/","token":"13.1\/9\/15\/13.1-732","metadata":false},{"id":58466,"structure_id":14208,"section_number":"13.1-733","catch_line":"Notice of intent to demand payment","url":"\/13.1-733\/","token":"13.1\/9\/15\/13.1-733","metadata":false},{"id":68704,"structure_id":14208,"section_number":"13.1-734","catch_line":"Appraisal notice and form","url":"\/13.1-734\/","token":"13.1\/9\/15\/13.1-734","metadata":false},{"id":55399,"structure_id":14208,"section_number":"13.1-735","catch_line":"Repealed","url":"\/13.1-735\/","token":"13.1\/9\/15\/13.1-735","metadata":false},{"id":76666,"structure_id":14208,"section_number":"13.1-735.1","catch_line":"Perfection of rights; right to withdraw","url":"\/13.1-735.1\/","token":"13.1\/9\/15\/13.1-735.1","metadata":false},{"id":84477,"structure_id":14208,"section_number":"13.1-736","catch_line":"Repealed","url":"\/13.1-736\/","token":"13.1\/9\/15\/13.1-736","metadata":false},{"id":84694,"structure_id":14208,"section_number":"13.1-737","catch_line":"Payment","url":"\/13.1-737\/","token":"13.1\/9\/15\/13.1-737","metadata":false},{"id":86120,"structure_id":14208,"section_number":"13.1-738","catch_line":"After-acquired shares","url":"\/13.1-738\/","token":"13.1\/9\/15\/13.1-738","metadata":false},{"id":71865,"structure_id":14208,"section_number":"13.1-739","catch_line":"Procedure if shareholder dissatisfied with payment or offer","url":"\/13.1-739\/","token":"13.1\/9\/15\/13.1-739","metadata":false},{"id":63834,"structure_id":14208,"section_number":"13.1-740","catch_line":"Court action","url":"\/13.1-740\/","token":"13.1\/9\/15\/13.1-740","metadata":false},{"id":73399,"structure_id":14208,"section_number":"13.1-741","catch_line":"Court costs and counsel fees","url":"\/13.1-741\/","token":"13.1\/9\/15\/13.1-741","metadata":false},{"id":78022,"structure_id":14208,"section_number":"13.1-741.1","catch_line":"Limitations on other remedies for fundamental transactions","url":"\/13.1-741.1\/","token":"13.1\/9\/15\/13.1-741.1","metadata":false}],"previous_section":{"id":77282,"structure_id":14208,"section_number":"13.1-729","catch_line":"Definitions","url":"\/13.1-729\/","token":"13.1\/9\/15\/13.1-729","metadata":false},"next_section":{"id":62037,"structure_id":14208,"section_number":"13.1-731","catch_line":"Assertion of rights by nominees and beneficial owners","url":"\/13.1-731\/","token":"13.1\/9\/15\/13.1-731","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-730\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 17 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 1968, chapter 733; in 1972, chapter 425; in 1975, chapter 500; in 1984, chapter 613; in 1985, chapter 522; in 1986, chapter 540; in 1988, chapter 442; in 1990, chapter 229; in 1992, chapter 575; in 1996, chapter 246<\/a>; in 1999, chapter 288<\/a>; in 2005, chapter 765<\/a>; in 2007, chapter 165<\/a>; in 2010, chapter 782<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":76494,"section_number":"13.1-728.8","catch_line":"Appraisal rights","order_by":null,"url":"\/13.1-728.8\/"},{"id":77282,"section_number":"13.1-729","catch_line":"Definitions","order_by":null,"url":"\/13.1-729\/"},{"id":87218,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","order_by":null,"url":"\/13.1-732\/"},{"id":58466,"section_number":"13.1-733","catch_line":"Notice of intent to demand payment","order_by":null,"url":"\/13.1-733\/"},{"id":68704,"section_number":"13.1-734","catch_line":"Appraisal notice and form","order_by":null,"url":"\/13.1-734\/"},{"id":84694,"section_number":"13.1-737","catch_line":"Payment","order_by":null,"url":"\/13.1-737\/"},{"id":78022,"section_number":"13.1-741.1","catch_line":"Limitations on other remedies for fundamental transactions","order_by":null,"url":"\/13.1-741.1\/"},{"id":54774,"section_number":"54.1-2353","catch_line":"Protection of the interests of associations; appointment of receiver for common interest community manager","order_by":null,"url":"\/54.1-2353\/"},{"id":61378,"section_number":"6.2-1205","catch_line":"Merger, consolidation or transfer of assets of insolvent or financially unstable savings institution; notice and hearing; final order; priorities; examinations of resulting institutions","order_by":null,"url":"\/6.2-1205\/"},{"id":63809,"section_number":"6.2-822","catch_line":"Merger and share exchange by state banks","order_by":null,"url":"\/6.2-822\/"},{"id":64972,"section_number":"6.2-914","catch_line":"Merger or transfer of assets of insolvent bank","order_by":null,"url":"\/6.2-914\/"}],"refers_to":[{"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":76745,"section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","order_by":null,"url":"\/13.1-719\/"},{"id":86100,"section_number":"13.1-722.8","catch_line":"Definitions","order_by":null,"url":"\/13.1-722.8\/"},{"id":78985,"section_number":"13.1-724","catch_line":"Shareholder approval of certain dispositions","order_by":null,"url":"\/13.1-724\/"}],"permalink":{"id":150551,"object_type":"law","relational_id":65588,"identifier":"13.1-730","token":"13.1\/9\/15\/13.1-730","url":"\/13.1-730\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-730\/","token":"13.1\/9\/15\/13.1-730","dublin_core":{"Title":"Right to appraisal","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-730","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A shareholder<\/span> is entitled to appraisal rights, and to obtain payment of the fair value<\/span> of that shareholder<\/span>’s shares<\/span>, in the event of any of the following corporate actions: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Consummation of a merger<\/span> to which the corporation<\/span> is a party<\/span> (i) if shareholder<\/span> approval is required for the merger<\/span> by § 13.1-718<\/a>, or would be required but for the provisions of subsection G of § 13.1-718<\/a>, except that appraisal rights shall not be available to any shareholder<\/span> of the corporation<\/span> with respect to shares<\/span> of any class or series that remain outstanding after consummation of the merger<\/span> or (ii) if the corporation<\/span> is a subsidiary and the merger<\/span> is governed by § 13.1-719<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Consummation of a share exchange<\/span> in which the corporation<\/span> is the acquired entity<\/span>, except that appraisal rights shall not be available to any shareholder<\/span> of the corporation<\/span> with respect to shares<\/span> of any class or series that are not acquired in the share exchange<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Consummation of a disposition<\/span> of assets<\/span> pursuant to § 13.1-724<\/a> if the disposition<\/span> of assets<\/span> is an interested transaction<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> An amendment of the articles of incorporation<\/span> with respect to a class or series of shares<\/span> that reduces the number of shares<\/span> of a class or series owned by the shareholder<\/span> to a fraction of a share if the corporation<\/span> has the obligation or right to repurchase the fractional share so created; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any other merger<\/span>, share exchange<\/span>, disposition<\/span> of assets<\/span>, or amendment of the articles of incorporation<\/span>, in each case to the extent provided by the articles of incorporation<\/span>, bylaws, or a resolution of the board of directors; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Consummation of a domestication in which a domestic corporation<\/span> becomes a foreign corporation<\/span> if the shareholder<\/span> does not receive shares<\/span> in the foreign corporation<\/span> resulting from the domestication that have terms as favorable to the shareholder<\/span> in all material<\/span> respects, and represent at least the same percentage interest<\/span> in the total voting rights of the outstanding shares<\/span> of the foreign corporation<\/span>, as the shares<\/span> held by the shareholder<\/span> immediately before the domestication; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Consummation of a conversion to an unincorporated entity<\/span> pursuant to Article 12.2 (§ 13.1-722.8<\/a> et seq.). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Notwithstanding subsection A, the availability of appraisal rights under subdivisions A 1 through A 4, A 6, and A 7 shall be limited in accordance with the following provisions: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Appraisal rights shall not be available for the holders of shares<\/span> of any class or series of shares<\/span> that is:\n\t\t\t\ta. A covered security under § 18(b)(1)(A) or (B) of the federal Securities Act of 1933;\n\t\t\t\tb. Traded in an organized market and has at least 2,000 shareholders<\/span> and a market value of at least $20 million, exclusive of the value of such shares<\/span> held by the corporation’s subsidiaries, senior executives<\/span>, and directors and by any beneficial shareholder<\/span> or any voting trust beneficial owner<\/span> owning more than 10 percent of such shares<\/span>; or\n\t\t\t\tc. Issued by an open end management investment company registered with the U.S. Securities and Exchange Commission<\/span> under the federal Investment Company Act of 1940 and that may be redeemed at the option of the holder at net asset value. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The applicability of subdivision 1 shall be determined as of:\n\t\t\t\ta. The record date<\/span> fixed to determine the shareholders<\/span> entitled to receive notice of the meeting of shareholders<\/span> to act upon the corporate action requiring appraisal rights or in the case of an offer made pursuant to subsection G of § 13.1-718<\/a>, the date of such offer; or\n\t\t\t\tb. The day before the effective date of such corporate action if there is no meeting of shareholders<\/span> and no offer made pursuant to subsection G of § 13.1-718<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Subdivision 1 shall not be applicable and appraisal rights shall be available pursuant to subsection A for the holders of any class or series of shares<\/span> who are required by the terms of the corporate action requiring appraisal rights to accept for such shares<\/span> anything other than cash or shares<\/span> of any class or any series of shares<\/span> of any corporation, or any other proprietary interest<\/span> of any other entity, that satisfies the standards set forth in subdivision 1 at the time the corporate action becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Subdivision 1 shall not be applicable and appraisal rights shall be available pursuant to subsection A for the holders of any class or series of shares<\/span> where the corporate action is an interested transaction<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Notwithstanding any other provision of this section, the articles of incorporation<\/span> as originally filed or any amendment to the articles of incorporation<\/span> may limit or eliminate appraisal rights for any class or series of preferred shares<\/span>, except that (i) no such limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group<\/span>, alone or as a part of a group, on the action, and (ii) any such limitation or elimination contained in an amendment of the articles of incorporation<\/span> that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue<\/span> or sell thereafter pursuant to any conversion, exchange or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one year after the effective date of such amendment if such action would otherwise afford appraisal rights. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRIGHT TO APPRAISAL (\u00a7 13.1-730)\n\nA. A shareholder is entitled to appraisal rights, and to obtain payment of the\nfair value of that shareholder’s shares, in the event of any of the\nfollowing corporate actions:\n\n 1. Consummation of a merger to which the corporation is a party (i) if\n shareholder approval is required for the merger by § 13.1-718, or would\n be required but for the provisions of subsection G of § 13.1-718, except\n that appraisal rights shall not be available to any shareholder of the\n corporation with respect to shares of any class or series that remain\n outstanding after consummation of the merger or (ii) if the corporation is a\n subsidiary and the merger is governed by § 13.1-719;\n\n 2. Consummation of a share exchange in which the corporation is the acquired\n entity, except that appraisal rights shall not be available to any shareholder\n of the corporation with respect to shares of any class or series that are not\n acquired in the share exchange;\n\n 3. Consummation of a disposition of assets pursuant to § 13.1-724 if the\n disposition of assets is an interested transaction;\n\n 4. An amendment of the articles of incorporation with respect to a class or\n series of shares that reduces the number of shares of a class or series owned\n by the shareholder to a fraction of a share if the corporation has the\n obligation or right to repurchase the fractional share so created;\n\n 5. Any other merger, share exchange, disposition of assets, or amendment of\n the articles of incorporation, in each case to the extent provided by the\n articles of incorporation, bylaws, or a resolution of the board of directors;\n\n 6. Consummation of a domestication in which a domestic corporation becomes a\n foreign corporation if the shareholder does not receive shares in the foreign\n corporation resulting from the domestication that have terms as favorable to\n the shareholder in all material respects, and represent at least the same\n percentage interest in the total voting rights of the outstanding shares of\n the foreign corporation, as the shares held by the shareholder immediately\n before the domestication; or\n\n 7. Consummation of a conversion to an unincorporated entity pursuant to\n Article 12.2 (§ 13.1-722.8 et seq.).\n\nB. Notwithstanding subsection A, the availability of appraisal rights under\nsubdivisions A 1 through A 4, A 6, and A 7 shall be limited in accordance with\nthe following provisions:\n\n 1. Appraisal rights shall not be available for the holders of shares of any\n class or series of shares that is:\n \t\t\t\ta. A covered security under § 18(b)(1)(A) or (B) of the federal\n Securities Act of 1933;\n \t\t\t\tb. Traded in an organized market and has at least 2,000 shareholders and a\n market value of at least $20 million, exclusive of the value of such shares\n held by the corporation’s subsidiaries, senior executives, and directors\n and by any beneficial shareholder or any voting trust beneficial owner owning\n more than 10 percent of such shares; or\n \t\t\t\tc. Issued by an open end management investment company registered with the\n U.S. Securities and Exchange Commission under the federal Investment Company\n Act of 1940 and that may be redeemed at the option of the holder at net asset\n value.\n\n 2. The applicability of subdivision 1 shall be determined as of:\n \t\t\t\ta. The record date fixed to determine the shareholders entitled to receive\n notice of the meeting of shareholders to act upon the corporate action\n requiring appraisal rights or in the case of an offer made pursuant to\n subsection G of § 13.1-718, the date of such offer; or\n \t\t\t\tb. The day before the effective date of such corporate action if there is\n no meeting of shareholders and no offer made pursuant to subsection G of\n § 13.1-718.\n\n 3. Subdivision 1 shall not be applicable and appraisal rights shall be\n available pursuant to subsection A for the holders of any class or series of\n shares who are required by the terms of the corporate action requiring\n appraisal rights to accept for such shares anything other than cash or shares\n of any class or any series of shares of any corporation, or any other\n proprietary interest of any other entity, that satisfies the standards set\n forth in subdivision 1 at the time the corporate action becomes effective.\n\n 4. Subdivision 1 shall not be applicable and appraisal rights shall be\n available pursuant to subsection A for the holders of any class or series of\n shares where the corporate action is an interested transaction.\n\nC. Notwithstanding any other provision of this section, the articles of\nincorporation as originally filed or any amendment to the articles of\nincorporation may limit or eliminate appraisal rights for any class or series of\npreferred shares, except that (i) no such limitation or elimination shall be\neffective if the class or series does not have the right to vote separately as a\nvoting group, alone or as a part of a group, on the action, and (ii) any such\nlimitation or elimination contained in an amendment of the articles of\nincorporation that limits or eliminates appraisal rights for any of such shares\nthat are outstanding immediately prior to the effective date of such amendment\nor that the corporation is or may be required to issue or sell thereafter\npursuant to any conversion, exchange or other right existing immediately before\nthe effective date of such amendment shall not apply to any corporate action\nthat becomes effective within one year after the effective date of such\namendment if such action would otherwise afford appraisal rights.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-85, 13.1-75, 13.1-78; 1956, c. 428; 1968, c. 733;\n1972, c. 425; 1975, c. 500; 1984, c. 613; 1985, c. 522; 1986, c. 540; 1988, c.\n442; 1990, c. 229; 1992, c. 575; 1996, c. 246; 1999, c. 288; 2005, c. 765; 2007,\nc. 165; 2010, c. 782; 2015, c. 611; 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}}