{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-734.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-734.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-734.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-734.html"}],"law_id":68704,"edition_id":1,"section_id":68704,"structure_id":14208,"section_number":"13.1-734","catch_line":"Appraisal notice and form","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; 2012, c. 706; 2019, c. 734.","full_text":"A\n\nIf a corporate action requiring appraisal rights under § 13.1-730 becomes effective, the corporation shall deliver a written appraisal notice and the form required by subdivision B 1 to all shareholders who satisfy the requirements of § 13.1-733. In the case of a merger under § 13.1-719, the parent corporation shall deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.B\n\nThe appraisal notice shall be delivered no earlier than the date the corporate action specified in subsection A of \u00a7 13.1-730 became effective and no later than 10 days after such date and shall:1\n\nSupply a form that (i) specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action, (ii) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date, and (iii) requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction as to the class or series of shares for which appraisal is sought;2\n\nState:\n\t\t\t\ta. Where the form must be delivered and where certificates for certificated shares are required to be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subdivision b;\n\t\t\t\tb. A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection A appraisal notice is delivered, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;\n\t\t\t\tc. The corporation’s estimate of the fair value of the shares;\n\t\t\t\td. That, if requested in writing, the corporation will provide, to the shareholder so requesting, within 10 days after the date specified in subdivision b, the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and\n\t\t\t\te. The date by which the notice to withdraw under § 13.1-735.1 must be received, which date must be within 20 days after the date specified in subdivision b; and3\n\nBe accompanied by a copy of this article.","order_by":null,"text":{"0":{"id":248710,"text":"If a corporate action requiring appraisal rights under § 13.1-730 becomes effective, the corporation shall deliver a written appraisal notice and the form required by subdivision B 1 to all shareholders who satisfy the requirements of § 13.1-733. In the case of a merger under § 13.1-719, the parent corporation shall deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":248711,"text":"The appraisal notice shall be delivered no earlier than the date the corporate action specified in subsection A of \u00a7 13.1-730 became effective and no later than 10 days after such date and shall:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":248712,"text":"Supply a form that (i) specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action, (ii) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date, and (iii) requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction as to the class or series of shares for which appraisal is sought;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":248713,"text":"State:\n\t\t\t\ta. Where the form must be delivered and where certificates for certificated shares are required to be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subdivision b;\n\t\t\t\tb. A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection A appraisal notice is delivered, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date;\n\t\t\t\tc. The corporation’s estimate of the fair value of the shares;\n\t\t\t\td. That, if requested in writing, the corporation will provide, to the shareholder so requesting, within 10 days after the date specified in subdivision b, the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and\n\t\t\t\te. The date by which the notice to withdraw under § 13.1-735.1 must be received, which date must be within 20 days after the date specified in subdivision b; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":248714,"text":"Be accompanied by a copy of this article.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-734\/","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 2012, chapter 706<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":77282,"section_number":"13.1-729","catch_line":"Definitions","order_by":null,"url":"\/13.1-729\/"},{"id":62037,"section_number":"13.1-731","catch_line":"Assertion of rights by nominees and beneficial owners","order_by":null,"url":"\/13.1-731\/"},{"id":87218,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","order_by":null,"url":"\/13.1-732\/"},{"id":76666,"section_number":"13.1-735.1","catch_line":"Perfection of rights; right to withdraw","order_by":null,"url":"\/13.1-735.1\/"},{"id":84694,"section_number":"13.1-737","catch_line":"Payment","order_by":null,"url":"\/13.1-737\/"},{"id":86120,"section_number":"13.1-738","catch_line":"After-acquired shares","order_by":null,"url":"\/13.1-738\/"},{"id":73399,"section_number":"13.1-741","catch_line":"Court costs and counsel fees","order_by":null,"url":"\/13.1-741\/"}],"refers_to":[{"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":58466,"section_number":"13.1-733","catch_line":"Notice of intent to demand payment","order_by":null,"url":"\/13.1-733\/"},{"id":76666,"section_number":"13.1-735.1","catch_line":"Perfection of rights; right to withdraw","order_by":null,"url":"\/13.1-735.1\/"}],"permalink":{"id":150567,"object_type":"law","relational_id":68704,"identifier":"13.1-734","token":"13.1\/9\/15\/13.1-734","url":"\/13.1-734\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-734\/","token":"13.1\/9\/15\/13.1-734","dublin_core":{"Title":"Appraisal notice and form","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-734","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If a corporate action requiring appraisal rights under § 13.1-730<\/a> becomes effective, the corporation<\/span> shall deliver<\/span> a written<\/span> appraisal notice and the form required by subdivision B 1 to all shareholders who satisfy the requirements of § 13.1-733<\/a>. In the case of a merger<\/span> under § 13.1-719<\/a>, the parent corporation<\/span> shall deliver<\/span> an appraisal notice and form to all record shareholders<\/span> who may be entitled to assert appraisal rights. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The appraisal notice shall be delivered no earlier than the date the corporate action specified in subsection A of \u00a7 13.1-730<\/a> became effective and no later than 10 days after such date and shall: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Supply a form that (i) specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action, (ii) if such announcement was made, requires the shareholder<\/span> asserting appraisal rights to certify whether beneficial ownership of those shares<\/span> for which appraisal rights are asserted was acquired before that date, and (iii) requires the shareholder<\/span> asserting appraisal rights to certify that such shareholder<\/span> did not vote for or consent to the transaction as to the class or series of shares<\/span> for which appraisal is sought; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> State<\/span>:\n\t\t\t\ta. Where the form must be delivered and where certificates for certificated shares<\/span> are required to be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation<\/span> must receive the required form under subdivision b;\n\t\t\t\tb. A date by which the corporation<\/span> must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection A appraisal notice is delivered, and state<\/span> that the shareholder<\/span> shall have waived the right to demand appraisal with respect to the shares<\/span> unless the form is received by the corporation<\/span> by such specified date;\n\t\t\t\tc. The corporation<\/span>’s estimate of the fair value<\/span> of the shares<\/span>;\n\t\t\t\td. That, if requested in writing<\/span>, the corporation<\/span> will provide, to the shareholder<\/span> so requesting, within 10 days after the date specified in subdivision b, the number of shareholders who return the forms by the specified date and the total number of shares<\/span> owned by them; and\n\t\t\t\te. The date by which the notice to withdraw under § 13.1-735.1<\/a> must be received, which date must be within 20 days after the date specified in subdivision b; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Be accompanied by a copy of this article. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAPPRAISAL NOTICE AND FORM (\u00a7 13.1-734)\n\nA. If a corporate action requiring appraisal rights under § 13.1-730\nbecomes effective, the corporation shall deliver a written appraisal notice and\nthe form required by subdivision B 1 to all shareholders who satisfy the\nrequirements of § 13.1-733. In the case of a merger under § 13.1-719,\nthe parent corporation shall deliver an appraisal notice and form to all record\nshareholders who may be entitled to assert appraisal rights.\n\nB. The appraisal notice shall be delivered no earlier than the date the\ncorporate action specified in subsection A of \u00a7 13.1-730 became effective and\nno later than 10 days after such date and shall:\n\n 1. Supply a form that (i) specifies the first date of any announcement to\n shareholders made prior to the date the corporate action became effective of\n the principal terms of the proposed corporate action, (ii) if such\n announcement was made, requires the shareholder asserting appraisal rights to\n certify whether beneficial ownership of those shares for which appraisal\n rights are asserted was acquired before that date, and (iii) requires the\n shareholder asserting appraisal rights to certify that such shareholder did\n not vote for or consent to the transaction as to the class or series of shares\n for which appraisal is sought;\n\n 2. State:\n \t\t\t\ta. Where the form must be delivered and where certificates for\n certificated shares are required to be deposited and the date by which those\n certificates must be deposited, which date may not be earlier than the date by\n which the corporation must receive the required form under subdivision b;\n \t\t\t\tb. A date by which the corporation must receive the form, which date may\n not be fewer than 40 nor more than 60 days after the date the subsection A\n appraisal notice is delivered, and state that the shareholder shall have\n waived the right to demand appraisal with respect to the shares unless the\n form is received by the corporation by such specified date;\n \t\t\t\tc. The corporation’s estimate of the fair value of the shares;\n \t\t\t\td. That, if requested in writing, the corporation will provide, to the\n shareholder so requesting, within 10 days after the date specified in\n subdivision b, the number of shareholders who return the forms by the\n specified date and the total number of shares owned by them; and\n \t\t\t\te. The date by which the notice to withdraw under § 13.1-735.1 must\n be received, which date must be within 20 days after the date specified in\n subdivision b; and\n\n 3. Be accompanied by a copy of 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; 2012, c. 706; 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}}