{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-731.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-731.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-731.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-731.html"}],"law_id":62037,"edition_id":1,"section_id":62037,"structure_id":14208,"section_number":"13.1-731","catch_line":"Assertion of rights by nominees and beneficial owners","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; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nA record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.B\n\nA beneficial shareholder or a voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:1\n\nSubmits to the corporation the record shareholder’s written consent to the assertion of such rights no later than the date referred to in subdivision B 2 b of § 13.1-734; and2\n\nDoes so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or the voting trust beneficial owner.","order_by":null,"text":{"0":{"id":226387,"text":"A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder’s name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder’s name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder’s other shares were registered in the names of different record shareholders.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":226388,"text":"A beneficial shareholder or a voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":226389,"text":"Submits to the corporation the record shareholder’s written consent to the assertion of such rights no later than the date referred to in subdivision B 2 b of § 13.1-734; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":226390,"text":"Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or the voting trust beneficial owner.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-731\/","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 1968, chapter 733; in 1972, chapter 425; in 1975, chapter 500; in 1984, chapter 613; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":68704,"section_number":"13.1-734","catch_line":"Appraisal notice and form","order_by":null,"url":"\/13.1-734\/"}],"permalink":{"id":150555,"object_type":"law","relational_id":62037,"identifier":"13.1-731","token":"13.1\/9\/15\/13.1-731","url":"\/13.1-731\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-731\/","token":"13.1\/9\/15\/13.1-731","dublin_core":{"Title":"Assertion of rights by nominees and beneficial owners","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-731","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A record shareholder<\/span> may assert appraisal rights as to fewer than all the shares<\/span> registered in the record shareholder<\/span>’s name but owned by a beneficial shareholder<\/span> or a voting trust beneficial owner<\/span> only if the record shareholder<\/span> objects<\/span> with respect to all shares<\/span> of the class or series owned by the beneficial shareholder<\/span> or the voting trust beneficial owner<\/span> and notifies the corporation<\/span> in writing<\/span> of the name and address of each beneficial shareholder<\/span> or voting trust beneficial owner<\/span> on whose behalf appraisal rights are being asserted. The rights of a record shareholder<\/span> who asserts appraisal rights for only part of the shares<\/span> held of record in the record shareholder<\/span>’s name under this subsection shall be determined as if the shares<\/span> as to which the record shareholder<\/span> objects<\/span> and the record shareholder<\/span>’s other shares<\/span> were registered in the names of different record shareholders<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A beneficial shareholder<\/span> or a voting trust beneficial owner<\/span> may assert appraisal rights as to shares<\/span> of any class or series held on behalf of the shareholder only if such shareholder: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Submits to the corporation<\/span> the record shareholder<\/span>’s written<\/span> consent to the assertion of such rights no later than the date referred to in subdivision B 2 b of § 13.1-734<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Does so with respect to all shares<\/span> of the class or series that are beneficially owned by the beneficial shareholder<\/span> or the voting trust beneficial owner<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nASSERTION OF RIGHTS BY NOMINEES AND BENEFICIAL OWNERS (\u00a7 13.1-731)\n\nA. A record shareholder may assert appraisal rights as to fewer than all the\nshares registered in the record shareholder’s name but owned by a\nbeneficial shareholder or a voting trust beneficial owner only if the record\nshareholder objects with respect to all shares of the class or series owned by\nthe beneficial shareholder or the voting trust beneficial owner and notifies the\ncorporation in writing of the name and address of each beneficial shareholder or\nvoting trust beneficial owner on whose behalf appraisal rights are being\nasserted. The rights of a record shareholder who asserts appraisal rights for\nonly part of the shares held of record in the record shareholder’s name\nunder this subsection shall be determined as if the shares as to which the\nrecord shareholder objects and the record shareholder’s other shares were\nregistered in the names of different record shareholders.\n\nB. A beneficial shareholder or a voting trust beneficial owner may assert\nappraisal rights as to shares of any class or series held on behalf of the\nshareholder only if such shareholder:\n\n 1. Submits to the corporation the record shareholder’s written consent\n to the assertion of such rights no later than the date referred to in\n subdivision B 2 b of § 13.1-734; and\n\n 2. Does so with respect to all shares of the class or series that are\n beneficially owned by the beneficial shareholder or the voting trust\n beneficial owner.\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; 2005, c. 765; 2019, c.\n734.","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}}