{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-741.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-741.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-741.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-741.1.html"}],"law_id":78022,"edition_id":1,"section_id":78022,"structure_id":14208,"section_number":"13.1-741.1","catch_line":"Limitations on other remedies for fundamental transactions","history":"2007, c. 165; 2008, c. 91; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nExcept for action taken before the Commission pursuant to § 13.1-614 or as provided in subsection B, the legality of a proposed or completed corporate action described in subsection A of § 13.1-730 may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.B\n\nSubsection A does not apply to a corporate action that:1\n\nWas not authorized and approved in accordance with the applicable provisions of:\n\t\t\t\ta. Article 11 (§ 13.1-705 et seq.), Article 12 (§ 13.1-715.1 et seq.), Article 12.1 (§ 13.1-722.1:1 et seq.), Article 12.2 (§ 13.1-722.8 et seq.), or Article 13 (§ 13.1-723 et seq.);\n\t\t\t\tb. The articles of incorporation or bylaws; or\n\t\t\t\tc. The resolution of the board of directors authorizing the corporate action;2\n\nWas procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;3\n\nIs an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in subsection B of § 13.1-691 or has been approved by the shareholders in the same manner as is provided in subsection C of § 13.1-691 as if the interested transaction were a director’s conflict of interests transaction; or4\n\nIs adopted or taken by less than unanimous consent of the voting shareholders pursuant to § 13.1-657 if:\n\t\t\t\ta. The challenge to the corporate action is brought by a shareholder who did not consent to the corporate action and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and\n\t\t\t\tb. The proceeding challenging the corporate action is commenced within 10 days after notice of the adoption or taking of the corporate action is effective as to the shareholder bringing the proceeding.C\n\nAny remedial action with respect to corporate action described in subsection A of § 13.1-730 shall not limit the scope of, or be inconsistent with, any provision of § 13.1-614.","order_by":null,"text":{"0":{"id":279733,"text":"Except for action taken before the Commission pursuant to § 13.1-614 or as provided in subsection B, the legality of a proposed or completed corporate action described in subsection A of § 13.1-730 may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":279734,"text":"Subsection A does not apply to a corporate action that:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":279735,"text":"Was not authorized and approved in accordance with the applicable provisions of:\n\t\t\t\ta. Article 11 (§ 13.1-705 et seq.), Article 12 (§ 13.1-715.1 et seq.), Article 12.1 (§ 13.1-722.1:1 et seq.), Article 12.2 (§ 13.1-722.8 et seq.), or Article 13 (§ 13.1-723 et seq.);\n\t\t\t\tb. The articles of incorporation or bylaws; or\n\t\t\t\tc. The resolution of the board of directors authorizing the corporate action;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":279736,"text":"Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":279737,"text":"Is an interested transaction, unless it has been recommended by the board of directors in the same manner as is provided in subsection B of § 13.1-691 or has been approved by the shareholders in the same manner as is provided in subsection C of § 13.1-691 as if the interested transaction were a director’s conflict of interests transaction; or","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":279738,"text":"Is adopted or taken by less than unanimous consent of the voting shareholders pursuant to § 13.1-657 if:\n\t\t\t\ta. The challenge to the corporate action is brought by a shareholder who did not consent to the corporate action and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and\n\t\t\t\tb. The proceeding challenging the corporate action is commenced within 10 days after notice of the adoption or taking of the corporate action is effective as to the shareholder bringing the proceeding.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"C"},"6":{"id":279739,"text":"Any remedial action with respect to corporate action described in subsection A of § 13.1-730 shall not limit the scope of, or be inconsistent with, any provision of § 13.1-614.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B4"}},"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":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\/13.1-741.1\/","history_text":"

This law was first created in 2007. The record of its establishment is cataloged in chapter 165<\/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 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 2008, chapter 91<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":66358,"section_number":"13.1-614","catch_line":"Hearing and finality of Commission action; injunctions","order_by":null,"url":"\/13.1-614\/"},{"id":83958,"section_number":"13.1-657","catch_line":"Action without meeting","order_by":null,"url":"\/13.1-657\/"},{"id":56699,"section_number":"13.1-691","catch_line":"Director conflict of interests","order_by":null,"url":"\/13.1-691\/"},{"id":71609,"section_number":"13.1-705","catch_line":"Authority to amend articles of incorporation","order_by":null,"url":"\/13.1-705\/"},{"id":85057,"section_number":"13.1-715.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-715.1\/"},{"id":57509,"section_number":"13.1-722.1:1","catch_line":"Definitions","order_by":null,"url":"\/13.1-722.1_1\/"},{"id":86100,"section_number":"13.1-722.8","catch_line":"Definitions","order_by":null,"url":"\/13.1-722.8\/"},{"id":86592,"section_number":"13.1-723","catch_line":"Disposition of assets not requiring shareholder approval","order_by":null,"url":"\/13.1-723\/"},{"id":65588,"section_number":"13.1-730","catch_line":"Right to appraisal","order_by":null,"url":"\/13.1-730\/"}],"permalink":{"id":150603,"object_type":"law","relational_id":78022,"identifier":"13.1-741.1","token":"13.1\/9\/15\/13.1-741.1","url":"\/13.1-741.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-741.1\/","token":"13.1\/9\/15\/13.1-741.1","dublin_core":{"Title":"Limitations on other remedies for fundamental transactions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-741.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except for action taken before the Commission<\/span> pursuant to § 13.1-614<\/a> or as provided in subsection B, the legality of a proposed or completed corporate action described in subsection A of § 13.1-730<\/a> may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable<\/span> proceeding<\/span> by a shareholder<\/span> after the shareholders<\/span> have approved the corporate action. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Subsection A does not apply to a corporate action that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Was not authorized and approved in accordance with the applicable provisions of:\n\t\t\t\ta. Article 11 (§ 13.1-705<\/a> et seq.), Article 12 (§ 13.1-715.1<\/a> et seq.), Article 12.1 (§ 13.1-722.1:1<\/a> et seq.), Article 12.2 (§ 13.1-722.8<\/a> et seq.), or Article 13 (§ 13.1-723<\/a> et seq.);\n\t\t\t\tb. The articles of incorporation<\/span> or bylaws; or\n\t\t\t\tc. The resolution of the board of directors authorizing the corporate action; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Was procured as a result of fraud<\/span>, a material<\/span> misrepresentation, or an omission of a material<\/span> fact<\/span> necessary to make statements made, in light of the circumstances in which they were made, not misleading; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Is an interested transaction<\/span>, unless it has been recommended by the board of directors in the same manner as is provided in subsection B of § 13.1-691<\/a> or has been approved by the shareholders<\/span> in the same manner as is provided in subsection C of § 13.1-691<\/a> as if the interested transaction<\/span> were a director’s conflict of interests<\/span> transaction; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Is adopted or taken by less than unanimous consent of the voting shareholders<\/span> pursuant to § 13.1-657<\/a> if:\n\t\t\t\ta. The challenge to the corporate action is brought by a shareholder<\/span> who did not consent to the corporate action and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and\n\t\t\t\tb. The proceeding<\/span> challenging the corporate action is commenced within 10 days after notice of the adoption or taking of the corporate action is effective as to the shareholder<\/span> bringing the proceeding<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Any remedial action with respect to corporate action described in subsection A of § 13.1-730<\/a> shall not limit the scope of, or be inconsistent with, any provision of § 13.1-614<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLIMITATIONS ON OTHER REMEDIES FOR FUNDAMENTAL TRANSACTIONS (\u00a7 13.1-741.1)\n\nA. Except for action taken before the Commission pursuant to § 13.1-614 or\nas provided in subsection B, the legality of a proposed or completed corporate\naction described in subsection A of § 13.1-730 may not be contested, nor\nmay the corporate action be enjoined, set aside or rescinded, in a legal or\nequitable proceeding by a shareholder after the shareholders have approved the\ncorporate action.\n\nB. Subsection A does not apply to a corporate action that:\n\n 1. Was not authorized and approved in accordance with the applicable\n provisions of:\n \t\t\t\ta. Article 11 (§ 13.1-705 et seq.), Article 12 (§ 13.1-715.1 et\n seq.), Article 12.1 (§ 13.1-722.1:1 et seq.), Article 12.2 (§\n 13.1-722.8 et seq.), or Article 13 (§ 13.1-723 et seq.);\n \t\t\t\tb. The articles of incorporation or bylaws; or\n \t\t\t\tc. The resolution of the board of directors authorizing the corporate\n action;\n\n 2. Was procured as a result of fraud, a material misrepresentation, or an\n omission of a material fact necessary to make statements made, in light of the\n circumstances in which they were made, not misleading;\n\n 3. Is an interested transaction, unless it has been recommended by the board\n of directors in the same manner as is provided in subsection B of §\n 13.1-691 or has been approved by the shareholders in the same manner as is\n provided in subsection C of § 13.1-691 as if the interested transaction\n were a director’s conflict of interests transaction; or\n\n 4. Is adopted or taken by less than unanimous consent of the voting\n shareholders pursuant to § 13.1-657 if:\n \t\t\t\ta. The challenge to the corporate action is brought by a shareholder who\n did not consent to the corporate action and as to whom notice of the approval\n of the corporate action was not effective at least 10 days before the\n corporate action was effected; and\n \t\t\t\tb. The proceeding challenging the corporate action is commenced within 10\n days after notice of the adoption or taking of the corporate action is\n effective as to the shareholder bringing the proceeding.\n\nC. Any remedial action with respect to corporate action described in subsection\nA of § 13.1-730 shall not limit the scope of, or be inconsistent with, any\nprovision of § 13.1-614.\n\nHISTORY: 2007, c. 165; 2008, c. 91; 2015, c. 611; 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}}