{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-732.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-732.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-732.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-732.html"}],"law_id":87218,"edition_id":1,"section_id":87218,"structure_id":14208,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","history":"1985, c. 522; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nWhere any corporate action specified in subsection A of § 13.1-730 is to be submitted to a vote at a shareholders’ meeting and the corporation has concluded that shareholders are or may be entitled to assert appraisal rights under this article, the meeting notice, or when no approval of such action is required pursuant to subsection G of § 13.1-718, the offer made pursuant to subsection G of § 13.1-718 shall state the corporation’s position as to the availability of appraisal rights.\n\t\t\tIf the corporation concludes that appraisal rights are or may be available, a copy of this article shall accompany the meeting notice or offer sent to those record shareholders who are or may be entitled to exercise appraisal rights.B\n\nIn a merger pursuant to § 13.1-719, the parent entity shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within 10 days after the corporate action became effective and include the materials described in § 13.1-734.C\n\nWhere any corporate action specified in subsection A of \u00a7 13.1-730 is to be approved by written consent of the shareholders pursuant to \u00a7 13.1-657 and the corporation has concluded that shareholders are or may be entitled to assert appraisal rights under this article:1\n\nWritten notice stating the corporation’s position as to the availability of appraisal rights shall be given to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and shall be accompanied by a copy of this article; and2\n\nWritten notice stating the corporation’s position as to the availability of appraisal rights shall be delivered together with the notice to nonconsenting and nonvoting shareholders required by subsections H and I of § 13.1-657, may include the materials described in § 13.1-734, and shall be accompanied by a copy of this article.D\n\nWhere corporate action described in subsection A of \u00a7 13.1-730 is proposed, or a merger pursuant to \u00a7 13.1-719 is effected, the notice referred to in subsection A, B, or C shall be accompanied by:1\n\nThe annual financial statements specified in subsection A of § 13.1-774 of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than 16 months before the date of the notice and shall comply with subsection B of § 13.1-774; provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and2\n\nThe latest available quarterly financial statements of such corporation, if any.E\n\nA public corporation, or a corporation that ceased to be a public corporation as a result of the corporate action specified in subsection A of § 13.1-730, may fulfill its responsibilities under subsection D by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission if the corporation was a public corporation as of the date of the specified financial statements.F\n\nThe right to receive the information described in subsection D may be waived in writing by a shareholder before or after the corporate action.","order_by":null,"text":{"0":{"id":312325,"text":"Where any corporate action specified in subsection A of § 13.1-730 is to be submitted to a vote at a shareholders’ meeting and the corporation has concluded that shareholders are or may be entitled to assert appraisal rights under this article, the meeting notice, or when no approval of such action is required pursuant to subsection G of § 13.1-718, the offer made pursuant to subsection G of § 13.1-718 shall state the corporation’s position as to the availability of appraisal rights.\n\t\t\tIf the corporation concludes that appraisal rights are or may be available, a copy of this article shall accompany the meeting notice or offer sent to those record shareholders who are or may be entitled to exercise appraisal rights.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":312326,"text":"In a merger pursuant to § 13.1-719, the parent entity shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within 10 days after the corporate action became effective and include the materials described in § 13.1-734.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":312327,"text":"Where any corporate action specified in subsection A of \u00a7 13.1-730 is to be approved by written consent of the shareholders pursuant to \u00a7 13.1-657 and the corporation has concluded that shareholders are or may be entitled to assert appraisal rights under this article:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":312328,"text":"Written notice stating the corporation’s position as to the availability of appraisal rights shall be given to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and shall be accompanied by a copy of this article; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":312329,"text":"Written notice stating the corporation’s position as to the availability of appraisal rights shall be delivered together with the notice to nonconsenting and nonvoting shareholders required by subsections H and I of § 13.1-657, may include the materials described in § 13.1-734, and shall be accompanied by a copy of this article.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"D"},"5":{"id":312330,"text":"Where corporate action described in subsection A of \u00a7 13.1-730 is proposed, or a merger pursuant to \u00a7 13.1-719 is effected, the notice referred to in subsection A, B, or C shall be accompanied by:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C2","next_prefix":"D1"},"6":{"id":312331,"text":"The annual financial statements specified in subsection A of § 13.1-774 of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than 16 months before the date of the notice and shall comply with subsection B of § 13.1-774; provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"7":{"id":312332,"text":"The latest available quarterly financial statements of such corporation, if any.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"E"},"8":{"id":312333,"text":"A public corporation, or a corporation that ceased to be a public corporation as a result of the corporate action specified in subsection A of § 13.1-730, may fulfill its responsibilities under subsection D by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission if the corporation was a public corporation as of the date of the specified financial statements.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D2","next_prefix":"F"},"9":{"id":312334,"text":"The right to receive the information described in subsection D may be waived in writing by a shareholder before or after the corporate action.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-732\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 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 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 5 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 2007, chapter 165<\/a>; in 2012, chapter 706<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":58466,"section_number":"13.1-733","catch_line":"Notice of intent to demand payment","order_by":null,"url":"\/13.1-733\/"},{"id":73399,"section_number":"13.1-741","catch_line":"Court costs and counsel fees","order_by":null,"url":"\/13.1-741\/"}],"refers_to":[{"id":83958,"section_number":"13.1-657","catch_line":"Action without meeting","order_by":null,"url":"\/13.1-657\/"},{"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":65588,"section_number":"13.1-730","catch_line":"Right to appraisal","order_by":null,"url":"\/13.1-730\/"},{"id":68704,"section_number":"13.1-734","catch_line":"Appraisal notice and form","order_by":null,"url":"\/13.1-734\/"},{"id":75191,"section_number":"13.1-774","catch_line":"Financial statements for shareholders","order_by":null,"url":"\/13.1-774\/"}],"permalink":{"id":150559,"object_type":"law","relational_id":87218,"identifier":"13.1-732","token":"13.1\/9\/15\/13.1-732","url":"\/13.1-732\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-732\/","token":"13.1\/9\/15\/13.1-732","dublin_core":{"Title":"Notice of appraisal rights","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-732","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Where any corporate action specified in subsection A of § 13.1-730<\/a> is to be submitted to a vote at a shareholders’ meeting and the corporation<\/span> has concluded that shareholders are or may be entitled to assert appraisal rights under this article, the meeting notice, or when no approval of such action is required pursuant to subsection G of § 13.1-718<\/a>, the offer made pursuant to subsection G of § 13.1-718<\/a> shall state<\/span> the corporation<\/span>’s position as to the availability of appraisal rights.\n\t\t\tIf the corporation<\/span> concludes that appraisal rights are or may be available, a copy of this article shall accompany the meeting notice or offer sent to those record shareholders<\/span> who are or may be entitled to exercise appraisal rights. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In a merger<\/span> pursuant to § 13.1-719<\/a>, the parent entity<\/span> shall notify in writing<\/span> all record shareholders<\/span> of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within 10 days after the corporate action became effective and include the materials<\/span> described in § 13.1-734<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Where any corporate action specified in subsection A of \u00a7 13.1-730<\/a> is to be approved by written<\/span> consent of the shareholders pursuant to \u00a7 13.1-657<\/a> and the corporation<\/span> has concluded that shareholders are or may be entitled to assert appraisal rights under this article: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Written<\/span> notice stating the corporation<\/span>’s position as to the availability of appraisal rights shall be given to each record shareholder<\/span> from whom a consent is solicited at the time consent of such shareholder is first solicited and shall be accompanied by a copy of this article; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Written<\/span> notice stating the corporation<\/span>’s position as to the availability of appraisal rights shall be delivered together with the notice to nonconsenting and nonvoting shareholders required by subsections H and I of § 13.1-657<\/a>, may include the materials<\/span> described in § 13.1-734<\/a>, and shall be accompanied by a copy of this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Where corporate action described in subsection A of \u00a7 13.1-730<\/a> is proposed, or a merger<\/span> pursuant to \u00a7 13.1-719<\/a> is effected, the notice referred to in subsection A, B, or C shall be accompanied by: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The annual financial statements specified in subsection A of § 13.1-774<\/a> of the corporation<\/span> that issued the shares<\/span> that may be subject to appraisal, which shall be as of a date ending not more than 16 months before the date of the notice and shall comply with subsection B of § 13.1-774<\/a>; provided that, if such annual financial statements are not reasonably available, the corporation<\/span> shall provide reasonably equivalent financial information; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The latest available quarterly financial statements of such corporation<\/span>, if any. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> A public corporation<\/span>, or a corporation that ceased to be a public corporation<\/span> as a result of the corporate action specified in subsection A of § 13.1-730<\/a>, may fulfill its responsibilities under subsection D by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission<\/span> if the corporation was a public corporation<\/span> as of the date of the specified financial statements. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The right to receive the information described in subsection D may be waived in writing<\/span> by a shareholder before or after the corporate action. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNOTICE OF APPRAISAL RIGHTS (\u00a7 13.1-732)\n\nA. Where any corporate action specified in subsection A of § 13.1-730 is to\nbe submitted to a vote at a shareholders’ meeting and the corporation has\nconcluded that shareholders are or may be entitled to assert appraisal rights\nunder this article, the meeting notice, or when no approval of such action is\nrequired pursuant to subsection G of § 13.1-718, the offer made pursuant to\nsubsection G of § 13.1-718 shall state the corporation’s position as\nto the availability of appraisal rights.\n\t\t\tIf the corporation concludes that appraisal rights are or may be available, a\ncopy of this article shall accompany the meeting notice or offer sent to those\nrecord shareholders who are or may be entitled to exercise appraisal rights.\n\nB. In a merger pursuant to § 13.1-719, the parent entity shall notify in\nwriting all record shareholders of the subsidiary who are entitled to assert\nappraisal rights that the corporate action became effective. Such notice shall\nbe sent within 10 days after the corporate action became effective and include\nthe materials described in § 13.1-734.\n\nC. Where any corporate action specified in subsection A of \u00a7 13.1-730 is to be\napproved by written consent of the shareholders pursuant to \u00a7 13.1-657 and the\ncorporation has concluded that shareholders are or may be entitled to assert\nappraisal rights under this article:\n\n 1. Written notice stating the corporation’s position as to the\n availability of appraisal rights shall be given to each record shareholder\n from whom a consent is solicited at the time consent of such shareholder is\n first solicited and shall be accompanied by a copy of this article; and\n\n 2. Written notice stating the corporation’s position as to the\n availability of appraisal rights shall be delivered together with the notice\n to nonconsenting and nonvoting shareholders required by subsections H and I of\n § 13.1-657, may include the materials described in § 13.1-734, and\n shall be accompanied by a copy of this article.\n\nD. Where corporate action described in subsection A of \u00a7 13.1-730 is proposed,\nor a merger pursuant to \u00a7 13.1-719 is effected, the notice referred to in\nsubsection A, B, or C shall be accompanied by:\n\n 1. The annual financial statements specified in subsection A of §\n 13.1-774 of the corporation that issued the shares that may be subject to\n appraisal, which shall be as of a date ending not more than 16 months before\n the date of the notice and shall comply with subsection B of § 13.1-774;\n provided that, if such annual financial statements are not reasonably\n available, the corporation shall provide reasonably equivalent financial\n information; and\n\n 2. The latest available quarterly financial statements of such corporation, if\n any.\n\nE. A public corporation, or a corporation that ceased to be a public corporation\nas a result of the corporate action specified in subsection A of §\n13.1-730, may fulfill its responsibilities under subsection D by delivering the\nspecified financial statements, or otherwise making them available, in any\nmanner permitted by the applicable rules and regulations of the U.S. Securities\nand Exchange Commission if the corporation was a public corporation as of the\ndate of the specified financial statements.\n\nF. The right to receive the information described in subsection D may be waived\nin writing by a shareholder before or after the corporate action.\n\nHISTORY: 1985, c. 522; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2015, c. 611;\n2019, 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}}