{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-737.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-737.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-737.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-737.html"}],"law_id":84694,"edition_id":1,"section_id":84694,"structure_id":14208,"section_number":"13.1-737","catch_line":"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; 2012, c. 706; 2019, c. 734.","full_text":"A\n\nExcept as provided in § 13.1-738, within 30 days after the form required by subsection B 2 b of § 13.1-734 is due, the corporation shall pay in cash to those shareholders who complied with subsection A of § 13.1-735.1 the amount the corporation estimates to be the fair value of their shares plus interest.B\n\nThe payment to each shareholder pursuant to subsection A shall be accompanied by:1\n\nThe (i) annual financial statements specified in subsection A of § 13.1-774 of the corporation that issued the shares to be appraised, which shall be as of a date ending not more than 16 months before the date of payment and shall comply with subsection B of § 13.1-774; provided that, if such annual financial statements are not available, the corporation shall provide reasonably equivalent financial information, and (ii) the latest available quarterly financial statements of such corporation, if any;2\n\nA statement of the corporation’s estimate of the fair value of the shares, which estimate shall equal or exceed the corporation’s estimate given pursuant to subdivision B 2 c of § 13.1-734; and3\n\nA statement that shareholders described in subsection A have the right to demand further payment under § 13.1-739 and that if any such shareholder does not do so within the time period specified in subsection B of § 13.1-739, such shareholder shall be deemed to have accepted such payment under subsection A in full satisfaction of the corporation’s obligations under this article.C\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 subdivision B 1 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.","order_by":null,"text":{"0":{"id":303540,"text":"Except as provided in § 13.1-738, within 30 days after the form required by subsection B 2 b of § 13.1-734 is due, the corporation shall pay in cash to those shareholders who complied with subsection A of § 13.1-735.1 the amount the corporation estimates to be the fair value of their shares plus interest.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":303541,"text":"The payment to each shareholder pursuant to subsection A shall be accompanied by:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":303542,"text":"The (i) annual financial statements specified in subsection A of § 13.1-774 of the corporation that issued the shares to be appraised, which shall be as of a date ending not more than 16 months before the date of payment and shall comply with subsection B of § 13.1-774; provided that, if such annual financial statements are not available, the corporation shall provide reasonably equivalent financial information, and (ii) the latest available quarterly financial statements of such corporation, if any;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":303543,"text":"A statement of the corporation’s estimate of the fair value of the shares, which estimate shall equal or exceed the corporation’s estimate given pursuant to subdivision B 2 c of § 13.1-734; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":303544,"text":"A statement that shareholders described in subsection A have the right to demand further payment under § 13.1-739 and that if any such shareholder does not do so within the time period specified in subsection B of § 13.1-739, such shareholder shall be deemed to have accepted such payment under subsection A in full satisfaction of the corporation’s obligations under this article.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":303545,"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 subdivision B 1 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":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-737\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 10 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 2012, chapter 706<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":86120,"section_number":"13.1-738","catch_line":"After-acquired shares","order_by":null,"url":"\/13.1-738\/"},{"id":71865,"section_number":"13.1-739","catch_line":"Procedure if shareholder dissatisfied with payment or offer","order_by":null,"url":"\/13.1-739\/"},{"id":63834,"section_number":"13.1-740","catch_line":"Court action","order_by":null,"url":"\/13.1-740\/"},{"id":73399,"section_number":"13.1-741","catch_line":"Court costs and counsel fees","order_by":null,"url":"\/13.1-741\/"}],"refers_to":[{"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":76666,"section_number":"13.1-735.1","catch_line":"Perfection of rights; right to withdraw","order_by":null,"url":"\/13.1-735.1\/"},{"id":86120,"section_number":"13.1-738","catch_line":"After-acquired shares","order_by":null,"url":"\/13.1-738\/"},{"id":71865,"section_number":"13.1-739","catch_line":"Procedure if shareholder dissatisfied with payment or offer","order_by":null,"url":"\/13.1-739\/"},{"id":75191,"section_number":"13.1-774","catch_line":"Financial statements for shareholders","order_by":null,"url":"\/13.1-774\/"}],"permalink":{"id":150583,"object_type":"law","relational_id":84694,"identifier":"13.1-737","token":"13.1\/9\/15\/13.1-737","url":"\/13.1-737\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-737\/","token":"13.1\/9\/15\/13.1-737","dublin_core":{"Title":"Payment","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-737","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as provided in § 13.1-738<\/a>, within 30 days after the form required by subsection B 2 b of § 13.1-734<\/a> is due, the corporation<\/span> shall pay in cash to those shareholders<\/span> who complied with subsection A of § 13.1-735.1<\/a> the amount the corporation<\/span> estimates to be the fair value<\/span> of their shares<\/span> plus interest<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The payment to each shareholder<\/span> pursuant to subsection A shall be accompanied by: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

2.<\/span> A statement of the corporation<\/span>’s estimate of the fair value<\/span> of the shares<\/span>, which estimate shall equal or exceed the corporation<\/span>’s estimate given pursuant to subdivision B 2 c of § 13.1-734<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A statement that shareholders<\/span> described in subsection A have the right to demand further payment under § 13.1-739<\/a> and that if any such shareholder<\/span> does not do so within the time period specified in subsection B of § 13.1-739<\/a>, such shareholder<\/span> shall be deemed to have accepted such payment under subsection A in full satisfaction of the corporation<\/span>’s obligations under this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/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 subdivision B 1 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>","plain_text":" CODE OF VIRGINIA\n\nPAYMENT (\u00a7 13.1-737)\n\nA. Except as provided in § 13.1-738, within 30 days after the form required\nby subsection B 2 b of § 13.1-734 is due, the corporation shall pay in cash\nto those shareholders who complied with subsection A of § 13.1-735.1 the\namount the corporation estimates to be the fair value of their shares plus\ninterest.\n\nB. The payment to each shareholder pursuant to subsection A shall be accompanied\nby:\n\n 1. The (i) annual financial statements specified in subsection A of §\n 13.1-774 of the corporation that issued the shares to be appraised, which\n shall be as of a date ending not more than 16 months before the date of\n payment and shall comply with subsection B of § 13.1-774; provided that,\n if such annual financial statements are not available, the corporation shall\n provide reasonably equivalent financial information, and (ii) the latest\n available quarterly financial statements of such corporation, if any;\n\n 2. A statement of the corporation’s estimate of the fair value of the\n shares, which estimate shall equal or exceed the corporation’s estimate\n given pursuant to subdivision B 2 c of § 13.1-734; and\n\n 3. A statement that shareholders described in subsection A have the right to\n demand further payment under § 13.1-739 and that if any such shareholder\n does not do so within the time period specified in subsection B of §\n 13.1-739, such shareholder shall be deemed to have accepted such payment under\n subsection A in full satisfaction of the corporation’s obligations under\n this article.\n\nC. 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 subdivision B 1 by delivering\nthe specified 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\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; 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}}