{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-741.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-741.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-741.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-741.html"}],"law_id":73399,"edition_id":1,"section_id":73399,"structure_id":14208,"section_number":"13.1-741","catch_line":"Court costs and counsel fees","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\nThe court in an appraisal proceeding commenced under § 13.1-740 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts that the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.B\n\nThe court in an appraisal proceeding may also assess the expenses of the respective parties, in amounts the court finds equitable:1\n\nAgainst the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of § 13.1-732, 13.1-734, 13.1-737 or 13.1-738; or2\n\nAgainst either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article.C\n\nIf the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated, and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.D\n\nTo the extent the corporation fails to make a required payment pursuant to § 13.1-737, 13.1-738 or 13.1-739, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.","order_by":null,"text":{"0":{"id":264125,"text":"The court in an appraisal proceeding commenced under § 13.1-740 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts that the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":264126,"text":"The court in an appraisal proceeding may also assess the expenses of the respective parties, in amounts the court finds equitable:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":264127,"text":"Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of § 13.1-732, 13.1-734, 13.1-737 or 13.1-738; or","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":264128,"text":"Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":264129,"text":"If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated, and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"D"},"5":{"id":264130,"text":"To the extent the corporation fails to make a required payment pursuant to § 13.1-737, 13.1-738 or 13.1-739, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-741\/","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":54774,"section_number":"54.1-2353","catch_line":"Protection of the interests of associations; appointment of receiver for common interest community manager","order_by":null,"url":"\/54.1-2353\/"},{"id":64972,"section_number":"6.2-914","catch_line":"Merger or transfer of assets of insolvent bank","order_by":null,"url":"\/6.2-914\/"}],"refers_to":[{"id":87218,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","order_by":null,"url":"\/13.1-732\/"},{"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":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\/"}],"permalink":{"id":150599,"object_type":"law","relational_id":73399,"identifier":"13.1-741","token":"13.1\/9\/15\/13.1-741","url":"\/13.1-741\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-741\/","token":"13.1\/9\/15\/13.1-741","dublin_core":{"Title":"Court costs and counsel fees","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-741","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The court<\/span> in an appraisal proceeding<\/span> commenced under § 13.1-740<\/a> shall determine all court<\/span> costs of the proceeding<\/span>, including the reasonable compensation and expenses<\/span> of appraisers appointed by the court<\/span>. The court<\/span> shall assess the costs against the corporation<\/span>, except that the court<\/span> may assess court<\/span> costs against all or some of the shareholders<\/span> demanding appraisal, in amounts that the court<\/span> finds equitable<\/span>, to the extent the court<\/span> finds such shareholders<\/span> acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The court<\/span> in an appraisal proceeding<\/span> may also assess the expenses<\/span> of the respective parties, in amounts the court<\/span> finds equitable<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Against the corporation<\/span> and in favor of any or all shareholders<\/span> demanding appraisal if the court<\/span> finds the corporation<\/span> did not substantially comply with the requirements of § 13.1-732<\/a>, 13.1-734<\/a>, 13.1-737<\/a> or 13.1-738<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Against either the corporation<\/span> or a shareholder<\/span> demanding appraisal, in favor of any other party<\/span>, if the court<\/span> finds that the party<\/span> against whom the expenses<\/span> are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the court<\/span> in an appraisal proceeding<\/span> finds that the expenses<\/span> incurred by any shareholder<\/span> were of substantial benefit to other shareholders<\/span> similarly situated, and that such expenses<\/span> should not be assessed against the corporation<\/span>, the court<\/span> may direct that such expenses<\/span> be paid out of the amounts awarded the shareholders<\/span> who were benefited. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> To the extent the corporation<\/span> fails to make a required payment pursuant to § 13.1-737<\/a>, 13.1-738<\/a> or 13.1-739<\/a>, the shareholder<\/span> may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation<\/span> all expenses<\/span> of the suit. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCOURT COSTS AND COUNSEL FEES (\u00a7 13.1-741)\n\nA. The court in an appraisal proceeding commenced under § 13.1-740 shall\ndetermine all court costs of the proceeding, including the reasonable\ncompensation and expenses of appraisers appointed by the court. The court shall\nassess the costs against the corporation, except that the court may assess court\ncosts against all or some of the shareholders demanding appraisal, in amounts\nthat the court finds equitable, to the extent the court finds such shareholders\nacted arbitrarily, vexatiously, or not in good faith with respect to the rights\nprovided by this article.\n\nB. The court in an appraisal proceeding may also assess the expenses of the\nrespective parties, in amounts the court finds equitable:\n\n 1. Against the corporation and in favor of any or all shareholders demanding\n appraisal if the court finds the corporation did not substantially comply with\n the requirements of § 13.1-732, 13.1-734, 13.1-737 or 13.1-738; or\n\n 2. Against either the corporation or a shareholder demanding appraisal, in\n favor of any other party, if the court finds that the party against whom the\n expenses are assessed acted arbitrarily, vexatiously or not in good faith with\n respect to the rights provided by this article.\n\nC. If the court in an appraisal proceeding finds that the expenses incurred by\nany shareholder were of substantial benefit to other shareholders similarly\nsituated, and that such expenses should not be assessed against the corporation,\nthe court may direct that such expenses be paid out of the amounts awarded the\nshareholders who were benefited.\n\nD. To the extent the corporation fails to make a required payment pursuant to\n§ 13.1-737, 13.1-738 or 13.1-739, the shareholder may sue directly for the\namount owed and, to the extent successful, shall be entitled to recover from the\ncorporation all expenses of the suit.\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}}