{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-738.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-738.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-738.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-738.html"}],"law_id":86120,"edition_id":1,"section_id":86120,"structure_id":14208,"section_number":"13.1-738","catch_line":"After-acquired shares","history":"1985, c. 522; 2005, c. 765; 2007, c. 165; 2019, c. 734.","full_text":"A\n\nA corporation may elect to withhold payment required by § 13.1-737 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision B 1 of § 13.1-734.B\n\nIf the corporation elected to withhold payment under subsection A, it shall, within 30 days after the form required by subdivision B 2 b of \u00a7 13.1-734 is due, notify all shareholders who are described in subsection A:1\n\nOf the information required by subdivision B 1 of § 13.1-737;2\n\nOf the corporation’s estimate of fair value pursuant to subdivision B 2 of § 13.1-737 and its offer to pay such value plus interest;3\n\nThat they may accept the corporation’s estimate of fair value plus interest in full satisfaction of their demands or demand for appraisal under § 13.1-739;4\n\nThat those shareholders who wish to accept such offer must so notify the corporation’s secretary of their acceptance of the corporation’s offer within 30 days after receiving the offer; and5\n\nThat those shareholders who do not satisfy the requirements for demanding appraisal under § 13.1-739 shall be deemed to have accepted the corporation’s offer.C\n\nWithin 10 days after receiving a shareholder’s acceptance pursuant to subsection B, the corporation shall pay in cash the amount it offered under subdivision B 2, plus interest, to each shareholder who agreed to accept the corporation’s offer in full satisfaction of the shareholder’s demand.D\n\nWithin 40 days after delivering the notice described in subsection B, the corporation shall pay in cash the amount it offered to pay under subdivision B 2, plus interest, to each shareholder described in subdivision B 5.","order_by":null,"text":{"0":{"id":308393,"text":"A corporation may elect to withhold payment required by § 13.1-737 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder’s shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision B 1 of § 13.1-734.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":308394,"text":"If the corporation elected to withhold payment under subsection A, it shall, within 30 days after the form required by subdivision B 2 b of \u00a7 13.1-734 is due, notify all shareholders who are described in subsection A:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":308395,"text":"Of the information required by subdivision B 1 of § 13.1-737;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":308396,"text":"Of the corporation’s estimate of fair value pursuant to subdivision B 2 of § 13.1-737 and its offer to pay such value plus interest;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":308397,"text":"That they may accept the corporation’s estimate of fair value plus interest in full satisfaction of their demands or demand for appraisal under § 13.1-739;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":308398,"text":"That those shareholders who wish to accept such offer must so notify the corporation’s secretary of their acceptance of the corporation’s offer within 30 days after receiving the offer; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":308399,"text":"That those shareholders who do not satisfy the requirements for demanding appraisal under § 13.1-739 shall be deemed to have accepted the corporation’s offer.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":308400,"text":"Within 10 days after receiving a shareholder’s acceptance pursuant to subsection B, the corporation shall pay in cash the amount it offered under subdivision B 2, plus interest, to each shareholder who agreed to accept the corporation’s offer in full satisfaction of the shareholder’s demand.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"8":{"id":308401,"text":"Within 40 days after delivering the notice described in subsection B, the corporation shall pay in cash the amount it offered to pay under subdivision B 2, plus interest, to each shareholder described in subdivision B 5.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-738\/","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 3 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 2019, chapter 734<\/a>.<\/p>","references":[{"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":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":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\/"},{"id":71865,"section_number":"13.1-739","catch_line":"Procedure if shareholder dissatisfied with payment or offer","order_by":null,"url":"\/13.1-739\/"}],"permalink":{"id":150587,"object_type":"law","relational_id":86120,"identifier":"13.1-738","token":"13.1\/9\/15\/13.1-738","url":"\/13.1-738\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-738\/","token":"13.1\/9\/15\/13.1-738","dublin_core":{"Title":"After-acquired shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-738","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> may elect to withhold payment required by § 13.1-737<\/a> from any shareholder<\/span> who was required to, but did not certify that beneficial ownership of all of the shareholder<\/span>’s shares<\/span> for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision B 1 of § 13.1-734<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the corporation<\/span> elected to withhold payment under subsection A, it shall, within 30 days after the form required by subdivision B 2 b of \u00a7 13.1-734<\/a> is due, notify all shareholders<\/span> who are described in subsection A: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Of the information required by subdivision B 1 of § 13.1-737<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Of the corporation<\/span>’s estimate of fair value<\/span> pursuant to subdivision B 2 of § 13.1-737<\/a> and its offer to pay such value plus interest<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That they may accept the corporation<\/span>’s estimate of fair value<\/span> plus interest<\/span> in full satisfaction of their demands or demand for appraisal under § 13.1-739<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> That those shareholders<\/span> who wish to accept such offer must so notify the corporation<\/span>’s secretary<\/span> of their acceptance of the corporation<\/span>’s offer within 30 days after receiving the offer; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> That those shareholders<\/span> who do not satisfy the requirements for demanding appraisal under § 13.1-739<\/a> shall be deemed to have accepted the corporation<\/span>’s offer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Within 10 days after receiving a shareholder<\/span>’s acceptance pursuant to subsection B, the corporation<\/span> shall pay in cash the amount it offered under subdivision B 2, plus interest<\/span>, to each shareholder<\/span> who agreed to accept the corporation<\/span>’s offer in full satisfaction of the shareholder<\/span>’s demand. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Within 40 days after delivering the notice described in subsection B, the corporation<\/span> shall pay in cash the amount it offered to pay under subdivision B 2, plus interest<\/span>, to each shareholder<\/span> described in subdivision B 5. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAFTER-ACQUIRED SHARES (\u00a7 13.1-738)\n\nA. A corporation may elect to withhold payment required by § 13.1-737 from\nany shareholder who was required to, but did not certify that beneficial\nownership of all of the shareholder’s shares for which appraisal rights\nare asserted was acquired before the date set forth in the appraisal notice sent\npursuant to subdivision B 1 of § 13.1-734.\n\nB. If the corporation elected to withhold payment under subsection A, it shall,\nwithin 30 days after the form required by subdivision B 2 b of \u00a7 13.1-734 is\ndue, notify all shareholders who are described in subsection A:\n\n 1. Of the information required by subdivision B 1 of § 13.1-737;\n\n 2. Of the corporation’s estimate of fair value pursuant to subdivision B\n 2 of § 13.1-737 and its offer to pay such value plus interest;\n\n 3. That they may accept the corporation’s estimate of fair value plus\n interest in full satisfaction of their demands or demand for appraisal under\n § 13.1-739;\n\n 4. That those shareholders who wish to accept such offer must so notify the\n corporation’s secretary of their acceptance of the corporation’s\n offer within 30 days after receiving the offer; and\n\n 5. That those shareholders who do not satisfy the requirements for demanding\n appraisal under § 13.1-739 shall be deemed to have accepted the\n corporation’s offer.\n\nC. Within 10 days after receiving a shareholder’s acceptance pursuant to\nsubsection B, the corporation shall pay in cash the amount it offered under\nsubdivision B 2, plus interest, to each shareholder who agreed to accept the\ncorporation’s offer in full satisfaction of the shareholder’s\ndemand.\n\nD. Within 40 days after delivering the notice described in subsection B, the\ncorporation shall pay in cash the amount it offered to pay under subdivision B\n2, plus interest, to each shareholder described in subdivision B 5.\n\nHISTORY: 1985, c. 522; 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}}