{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-735.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-735.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-735.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-735.1.html"}],"law_id":76666,"edition_id":1,"section_id":76666,"structure_id":14208,"section_number":"13.1-735.1","catch_line":"Perfection of rights; right to withdraw","history":"2005, c. 765; 2007, c. 165; 2019, c. 734.","full_text":"A\n\nA shareholder who receives notice pursuant to § 13.1-734 and who wishes to exercise appraisal rights must complete, sign, and return the form delivered by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subdivision B 2 b of § 13.1-734. In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to subdivision B 1 of § 13.1-734. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder’s shares as after-acquired shares under § 13.1-738. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the signed form, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection B.B\n\nA shareholder who has complied with subsection A may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the secretary of the corporation in writing by the date set forth in the appraisal notice pursuant to subdivision B 2 e of § 13.1-734. A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.C\n\nA shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates where required, each by the date set forth in the notice described in subsection B of § 13.1-734, shall not be entitled to payment under this article.","order_by":null,"text":{"0":{"id":275214,"text":"A shareholder who receives notice pursuant to § 13.1-734 and who wishes to exercise appraisal rights must complete, sign, and return the form delivered by the corporation and, in the case of certificated shares, deposit the shareholder’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subdivision B 2 b of § 13.1-734. In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to subdivision B 1 of § 13.1-734. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder’s shares as after-acquired shares under § 13.1-738. Once a shareholder deposits that shareholder’s certificates or, in the case of uncertificated shares, returns the signed form, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection B.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":275215,"text":"A shareholder who has complied with subsection A may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the secretary of the corporation in writing by the date set forth in the appraisal notice pursuant to subdivision B 2 e of § 13.1-734. A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation’s written consent.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":275216,"text":"A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder’s share certificates where required, each by the date set forth in the notice described in subsection B of § 13.1-734, shall not be entitled to payment under this article.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-735.1\/","history_text":"

This law was first created in 2005. The record of its establishment is cataloged in chapter 765<\/a> 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. It has been modified 2 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 2007, chapter 165<\/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\/"},{"id":84694,"section_number":"13.1-737","catch_line":"Payment","order_by":null,"url":"\/13.1-737\/"}],"refers_to":[{"id":68704,"section_number":"13.1-734","catch_line":"Appraisal notice and form","order_by":null,"url":"\/13.1-734\/"},{"id":86120,"section_number":"13.1-738","catch_line":"After-acquired shares","order_by":null,"url":"\/13.1-738\/"}],"permalink":{"id":150575,"object_type":"law","relational_id":76666,"identifier":"13.1-735.1","token":"13.1\/9\/15\/13.1-735.1","url":"\/13.1-735.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-735.1\/","token":"13.1\/9\/15\/13.1-735.1","dublin_core":{"Title":"Perfection of rights; right to withdraw","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-735.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A shareholder<\/span> who receives notice pursuant to § 13.1-734<\/a> and who wishes to exercise appraisal rights must complete, sign<\/span>, and return the form delivered by the corporation<\/span> and, in the case of certificated shares<\/span>, deposit the shareholder<\/span>’s certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subdivision B 2 b of § 13.1-734<\/a>. In addition, if applicable, the shareholder<\/span> shall certify on the form whether the beneficial owner<\/span> of such shares<\/span> acquired beneficial ownership of the shares<\/span> before the date required to be set forth in the notice pursuant to subdivision B 1 of § 13.1-734<\/a>. If a shareholder<\/span> fails to make this certification, the corporation<\/span> may elect to treat the shareholder<\/span>’s shares<\/span> as after-acquired shares<\/span> under § 13.1-738<\/a>. Once a shareholder<\/span> deposits that shareholder<\/span>’s certificates or, in the case of uncertificated shares<\/span>, returns the signed form, that shareholder<\/span> loses all rights as a shareholder<\/span>, unless the shareholder<\/span> withdraws pursuant to subsection B. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A shareholder<\/span> who has complied with subsection A may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the secretary<\/span> of the corporation<\/span> in writing<\/span> by the date set forth in the appraisal notice pursuant to subdivision B 2 e of § 13.1-734<\/a>. A shareholder<\/span> who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation<\/span>’s written<\/span> consent. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A shareholder<\/span> who does not sign<\/span> and return the form and, in the case of certificated shares<\/span>, deposit that shareholder<\/span>’s share certificates where required, each by the date set forth in the notice described in subsection B of § 13.1-734<\/a>, shall not be entitled to payment under this article. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPERFECTION OF RIGHTS; RIGHT TO WITHDRAW (\u00a7 13.1-735.1)\n\nA. A shareholder who receives notice pursuant to § 13.1-734 and who wishes\nto exercise appraisal rights must complete, sign, and return the form delivered\nby the corporation and, in the case of certificated shares, deposit the\nshareholder’s certificates in accordance with the terms of the notice by\nthe date referred to in the notice pursuant to subdivision B 2 b of §\n13.1-734. In addition, if applicable, the shareholder shall certify on the form\nwhether the beneficial owner of such shares acquired beneficial ownership of the\nshares before the date required to be set forth in the notice pursuant to\nsubdivision B 1 of § 13.1-734. If a shareholder fails to make this\ncertification, the corporation may elect to treat the shareholder’s shares\nas after-acquired shares under § 13.1-738. Once a shareholder deposits that\nshareholder’s certificates or, in the case of uncertificated shares,\nreturns the signed form, that shareholder loses all rights as a shareholder,\nunless the shareholder withdraws pursuant to subsection B.\n\nB. A shareholder who has complied with subsection A may nevertheless decline to\nexercise appraisal rights and withdraw from the appraisal process by so\nnotifying the secretary of the corporation in writing by the date set forth in\nthe appraisal notice pursuant to subdivision B 2 e of § 13.1-734. A\nshareholder who fails to withdraw from the appraisal process may not thereafter\nwithdraw without the corporation’s written consent.\n\nC. A shareholder who does not sign and return the form and, in the case of\ncertificated shares, deposit that shareholder’s share certificates where\nrequired, each by the date set forth in the notice described in subsection B of\n§ 13.1-734, shall not be entitled to payment under this article.\n\nHISTORY: 2005, c. 765; 2007, c. 165; 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}}