{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-740.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-740.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-740.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-740.html"}],"law_id":63834,"edition_id":1,"section_id":63834,"structure_id":14208,"section_number":"13.1-740","catch_line":"Court action","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; 2019, c. 734.","full_text":"A\n\nIf a shareholder makes a demand for payment under § 13.1-739 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to § 13.1-737 plus interest.B\n\nThe corporation shall commence the proceeding in the circuit court of the city or county where the corporation’s principal office, or, if none in the Commonwealth, where its registered office, is located. If the corporation is a foreign corporation without a registered office in the Commonwealth, it shall commence the proceeding in the circuit court of the city or county in the Commonwealth where the principal office, or, if none in the Commonwealth, where the registered office of the domestic corporation merged with the foreign corporation was located at the time the transaction became effective.C\n\nThe corporation shall make all shareholders, regardless of whether they are residents of the Commonwealth, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.D\n\nThe corporation may join as a party to the proceeding any shareholder who claims to have demanded an appraisal but who has not, in the opinion of the corporation, complied with the provisions of this article. If the court determines that a shareholder has not complied with the provisions of this article, that shareholder shall be dismissed as a party.E\n\nThe jurisdiction of the court in which the proceeding is commenced under subsection B is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.F\n\nEach shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder’s shares exceeds the amount paid by the corporation to the shareholder for such shares, plus interest or (ii) for the fair value plus interest of the shareholder’s shares for which the corporation elected to withhold payment under § 13.1-738.","order_by":null,"text":{"0":{"id":232547,"text":"If a shareholder makes a demand for payment under § 13.1-739 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to § 13.1-737 plus interest.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":232548,"text":"The corporation shall commence the proceeding in the circuit court of the city or county where the corporation’s principal office, or, if none in the Commonwealth, where its registered office, is located. If the corporation is a foreign corporation without a registered office in the Commonwealth, it shall commence the proceeding in the circuit court of the city or county in the Commonwealth where the principal office, or, if none in the Commonwealth, where the registered office of the domestic corporation merged with the foreign corporation was located at the time the transaction became effective.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":232549,"text":"The corporation shall make all shareholders, regardless of whether they are residents of the Commonwealth, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":232550,"text":"The corporation may join as a party to the proceeding any shareholder who claims to have demanded an appraisal but who has not, in the opinion of the corporation, complied with the provisions of this article. If the court determines that a shareholder has not complied with the provisions of this article, that shareholder shall be dismissed as a party.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":232551,"text":"The jurisdiction of the court in which the proceeding is commenced under subsection B is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":232552,"text":"Each shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder’s shares exceeds the amount paid by the corporation to the shareholder for such shares, plus interest or (ii) for the fair value plus interest of the shareholder’s shares for which the corporation elected to withhold payment under § 13.1-738.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-740\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 8 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 2019, chapter 734<\/a>.<\/p>","references":[{"id":77282,"section_number":"13.1-729","catch_line":"Definitions","order_by":null,"url":"\/13.1-729\/"},{"id":73399,"section_number":"13.1-741","catch_line":"Court costs and counsel fees","order_by":null,"url":"\/13.1-741\/"}],"refers_to":[{"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":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":150595,"object_type":"law","relational_id":63834,"identifier":"13.1-740","token":"13.1\/9\/15\/13.1-740","url":"\/13.1-740\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-740\/","token":"13.1\/9\/15\/13.1-740","dublin_core":{"Title":"Court action","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-740","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> If a shareholder<\/span> makes a demand for payment under § 13.1-739<\/a> that remains unsettled, the corporation<\/span> shall commence a proceeding<\/span> within 60 days after receiving the payment demand and petition<\/span> the court<\/span> to determine the fair value<\/span> of the shares<\/span> and accrued interest<\/span>. If the corporation<\/span> does not commence the proceeding<\/span> within the 60-day period, it shall pay in cash to each shareholder<\/span> the amount the shareholder<\/span> demanded pursuant to § 13.1-737<\/a> plus interest<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The corporation shall commence the proceeding<\/span> in the circuit<\/span> court<\/span> of the city or county where the corporation’s principal office<\/span>, or, if none in the Commonwealth, where its registered office, is located. If the corporation is a foreign corporation<\/span> without a registered office in the Commonwealth, it shall commence the proceeding<\/span> in the circuit<\/span> court<\/span> of the city or county in the Commonwealth where the principal office<\/span>, or, if none in the Commonwealth, where the registered office of the domestic corporation<\/span> merged with the foreign corporation<\/span> was located at the time the transaction became effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The corporation shall make all shareholders<\/span>, regardless of whether they are residents of the Commonwealth, whose demands remain unsettled parties to the proceeding<\/span> as in an action against their shares<\/span>, and all parties shall be served with a copy of the petition<\/span>. Nonresidents may be served by registered or certified mail or by publication as provided by law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The corporation may join as a party<\/span> to the proceeding<\/span> any shareholder<\/span> who claims to have demanded an appraisal but who has not, in the opinion<\/span> of the corporation, complied with the provisions of this article. If the court<\/span> determines that a shareholder<\/span> has not complied with the provisions of this article, that shareholder<\/span> shall be dismissed as a party<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The jurisdiction<\/span> of the court<\/span> in which the proceeding<\/span> is commenced under subsection B is plenary and exclusive. The court<\/span> may appoint one or more persons<\/span> as appraisers to receive evidence<\/span> and recommend a decision on the question of fair value<\/span>. The appraisers shall have the powers described in the order<\/span> appointing them, or in any amendment to it. The shareholders<\/span> demanding appraisal rights are entitled to the same discovery<\/span> rights as parties in other civil proceedings<\/span>. There shall be no right to a jury trial<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Each shareholder<\/span> made a party<\/span> to the proceeding<\/span> is entitled to judgment<\/span> (i) for the amount, if any, by which the court<\/span> finds the fair value<\/span> of the shareholder<\/span>’s shares<\/span> exceeds the amount paid by the corporation to the shareholder<\/span> for such shares<\/span>, plus interest<\/span> or (ii) for the fair value<\/span> plus interest<\/span> of the shareholder<\/span>’s shares<\/span> for which the corporation elected to withhold payment under § 13.1-738<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOURT ACTION (\u00a7 13.1-740)\n\nA. If a shareholder makes a demand for payment under § 13.1-739 that\nremains unsettled, the corporation shall commence a proceeding within 60 days\nafter receiving the payment demand and petition the court to determine the fair\nvalue of the shares and accrued interest. If the corporation does not commence\nthe proceeding within the 60-day period, it shall pay in cash to each\nshareholder the amount the shareholder demanded pursuant to § 13.1-737 plus\ninterest.\n\nB. The corporation shall commence the proceeding in the circuit court of the\ncity or county where the corporation’s principal office, or, if none in\nthe Commonwealth, where its registered office, is located. If the corporation is\na foreign corporation without a registered office in the Commonwealth, it shall\ncommence the proceeding in the circuit court of the city or county in the\nCommonwealth where the principal office, or, if none in the Commonwealth, where\nthe registered office of the domestic corporation merged with the foreign\ncorporation was located at the time the transaction became effective.\n\nC. The corporation shall make all shareholders, regardless of whether they are\nresidents of the Commonwealth, whose demands remain unsettled parties to the\nproceeding as in an action against their shares, and all parties shall be served\nwith a copy of the petition. Nonresidents may be served by registered or\ncertified mail or by publication as provided by law.\n\nD. The corporation may join as a party to the proceeding any shareholder who\nclaims to have demanded an appraisal but who has not, in the opinion of the\ncorporation, complied with the provisions of this article. If the court\ndetermines that a shareholder has not complied with the provisions of this\narticle, that shareholder shall be dismissed as a party.\n\nE. The jurisdiction of the court in which the proceeding is commenced under\nsubsection B is plenary and exclusive. The court may appoint one or more persons\nas appraisers to receive evidence and recommend a decision on the question of\nfair value. The appraisers shall have the powers described in the order\nappointing them, or in any amendment to it. The shareholders demanding appraisal\nrights are entitled to the same discovery rights as parties in other civil\nproceedings. There shall be no right to a jury trial.\n\nF. Each shareholder made a party to the proceeding is entitled to judgment (i)\nfor the amount, if any, by which the court finds the fair value of the\nshareholder’s shares exceeds the amount paid by the corporation to the\nshareholder for such shares, plus interest or (ii) for the fair value plus\ninterest of the shareholder’s shares for which the corporation elected to\nwithhold payment under § 13.1-738.\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; 2019, c.\n734.","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}}