{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-733.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-733.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-733.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-733.html"}],"law_id":58466,"edition_id":1,"section_id":58466,"structure_id":14208,"section_number":"13.1-733","catch_line":"Notice of intent to demand payment","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; 2007, c. 165; 2010, c. 782; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nIf a corporate action specified in subsection A of \u00a7 13.1-730 is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:1\n\nMust deliver to the corporation’s secretary before the vote is taken written notice of the shareholder’s intent to demand payment if the proposed action is effectuated; and2\n\nMust not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.B\n\nIf a corporate action specified in subsection A of \u00a7 13.1-730 is to be approved by shareholders by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:1\n\nShall deliver to the corporation’s secretary before the proposed action becomes effective written notice of the shareholder’s intent to demand payment if the proposed action is effectuated, except that such written notice is not required if the notice required by subsection C of § 13.1-732 is given less than 25 days prior to the date such proposed action is effectuated; and2\n\nShall not sign a consent in favor of the proposed action with respect to that class or series of shares.C\n\nIf a corporate action specified in subsection A of § 13.1-730 does not require shareholder approval pursuant to subsection G of § 13.1-718, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares (i) shall deliver to the secretary of the corporation before the shares are purchased pursuant to the offer written notice of the shareholder’s intent to demand payment if the proposed action is effectuated; and (ii) shall not tender, or cause or permit to be tendered, any shares of such class or series in response to such offer.D\n\nA shareholder who fails to satisfy the requirements of subsection A, B, or C is not entitled to payment under this article.","order_by":null,"text":{"0":{"id":214278,"text":"If a corporate action specified in subsection A of \u00a7 13.1-730 is submitted to a vote at a shareholders’ meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":214279,"text":"Must deliver to the corporation’s secretary before the vote is taken written notice of the shareholder’s intent to demand payment if the proposed action is effectuated; and","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":214280,"text":"Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":214281,"text":"If a corporate action specified in subsection A of \u00a7 13.1-730 is to be approved by shareholders by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B1"},"4":{"id":214282,"text":"Shall deliver to the corporation’s secretary before the proposed action becomes effective written notice of the shareholder’s intent to demand payment if the proposed action is effectuated, except that such written notice is not required if the notice required by subsection C of § 13.1-732 is given less than 25 days prior to the date such proposed action is effectuated; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"5":{"id":214283,"text":"Shall not sign a consent in favor of the proposed action with respect to that class or series of shares.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"6":{"id":214284,"text":"If a corporate action specified in subsection A of § 13.1-730 does not require shareholder approval pursuant to subsection G of § 13.1-718, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares (i) shall deliver to the secretary of the corporation before the shares are purchased pursuant to the offer written notice of the shareholder’s intent to demand payment if the proposed action is effectuated; and (ii) shall not tender, or cause or permit to be tendered, any shares of such class or series in response to such offer.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"D"},"7":{"id":214285,"text":"A shareholder who fails to satisfy the requirements of subsection A, B, or C is not entitled to payment under this article.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-733\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 11 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 2007, chapter 165<\/a>; in 2010, chapter 782<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":68704,"section_number":"13.1-734","catch_line":"Appraisal notice and form","order_by":null,"url":"\/13.1-734\/"}],"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":65588,"section_number":"13.1-730","catch_line":"Right to appraisal","order_by":null,"url":"\/13.1-730\/"},{"id":87218,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","order_by":null,"url":"\/13.1-732\/"}],"permalink":{"id":150563,"object_type":"law","relational_id":58466,"identifier":"13.1-733","token":"13.1\/9\/15\/13.1-733","url":"\/13.1-733\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-733\/","token":"13.1\/9\/15\/13.1-733","dublin_core":{"Title":"Notice of intent to demand payment","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-733","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If a corporate action specified in subsection A of \u00a7 13.1-730<\/a> is submitted to a vote at a shareholders<\/span>’ meeting, a shareholder<\/span> who wishes to assert appraisal rights with respect to any class or series of shares<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Must deliver<\/span> to the corporation<\/span>’s secretary<\/span> before the vote is taken written<\/span> notice of the shareholder<\/span>’s intent<\/span> to demand payment if the proposed action is effectuated; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Must not vote, or cause or permit to be voted, any shares<\/span> of such class or series in favor of the proposed action. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If a corporate action specified in subsection A of \u00a7 13.1-730<\/a> is to be approved by shareholders<\/span> by written<\/span> consent, a shareholder<\/span> who wishes to assert appraisal rights with respect to any class or series of shares<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Shall deliver<\/span> to the corporation<\/span>’s secretary<\/span> before the proposed action becomes effective written<\/span> notice of the shareholder<\/span>’s intent<\/span> to demand payment if the proposed action is effectuated, except that such written<\/span> notice is not required if the notice required by subsection C of § 13.1-732<\/a> is given less than 25 days prior to the date such proposed action is effectuated; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Shall not sign<\/span> a consent in favor of the proposed action with respect to that class or series of shares<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If a corporate action specified in subsection A of § 13.1-730<\/a> does not require shareholder<\/span> approval pursuant to subsection G of § 13.1-718<\/a>, a shareholder<\/span> who wishes to assert appraisal rights with respect to any class or series of shares<\/span> (i) shall deliver<\/span> to the secretary<\/span> of the corporation<\/span> before the shares<\/span> are purchased pursuant to the offer written<\/span> notice of the shareholder<\/span>’s intent<\/span> to demand payment if the proposed action is effectuated; and (ii) shall not tender, or cause or permit to be tendered, any shares<\/span> of such class or series in response to such offer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A shareholder<\/span> who fails to satisfy the requirements of subsection A, B, or C is not entitled to payment under this article. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nNOTICE OF INTENT TO DEMAND PAYMENT (\u00a7 13.1-733)\n\nA. If a corporate action specified in subsection A of \u00a7 13.1-730 is submitted\nto a vote at a shareholders’ meeting, a shareholder who wishes to assert\nappraisal rights with respect to any class or series of shares:\n\n 1. Must deliver to the corporation’s secretary before the vote is taken\n written notice of the shareholder’s intent to demand payment if the\n proposed action is effectuated; and\n\n 2. Must not vote, or cause or permit to be voted, any shares of such class or\n series in favor of the proposed action.\n\nB. If a corporate action specified in subsection A of \u00a7 13.1-730 is to be\napproved by shareholders by written consent, a shareholder who wishes to assert\nappraisal rights with respect to any class or series of shares:\n\n 1. Shall deliver to the corporation’s secretary before the proposed\n action becomes effective written notice of the shareholder’s intent to\n demand payment if the proposed action is effectuated, except that such written\n notice is not required if the notice required by subsection C of §\n 13.1-732 is given less than 25 days prior to the date such proposed action is\n effectuated; and\n\n 2. Shall not sign a consent in favor of the proposed action with respect to\n that class or series of shares.\n\nC. If a corporate action specified in subsection A of § 13.1-730 does not\nrequire shareholder approval pursuant to subsection G of § 13.1-718, a\nshareholder who wishes to assert appraisal rights with respect to any class or\nseries of shares (i) shall deliver to the secretary of the corporation before\nthe shares are purchased pursuant to the offer written notice of the\nshareholder’s intent to demand payment if the proposed action is\neffectuated; and (ii) shall not tender, or cause or permit to be tendered, any\nshares of such class or series in response to such offer.\n\nD. A shareholder who fails to satisfy the requirements of subsection A, B, or C\nis not entitled to payment under this article.\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; 2007, c.\n165; 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}}