{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-749.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-749.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-749.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-749.1.html"}],"law_id":79426,"edition_id":1,"section_id":79426,"structure_id":15213,"section_number":"13.1-749.1","catch_line":"Election to purchase in lieu of dissolution","history":"2005, c. 765; 2007, c. 165; 2012, c. 706; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nUnless otherwise provided in the articles of incorporation, in a proceeding under subdivision A 1 of § 13.1-747 to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.B\n\nAn election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under subdivision A 1 of § 13.1-747 or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days thereafter, give written notice to all shareholders, other than the petitioner. The notice shall state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and shall advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate shall file notice of their intention to join in the purchase no later than 30 days after the effectiveness of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of outstanding shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under subdivision A 1 of § 13.1-747 may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of the petitioner’s shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition.C\n\nIf, within 60 days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner’s shares, the court shall enter an order directing the purchase of petitioner’s shares upon the terms and conditions agreed to by the parties.D\n\nIf the parties are unable to reach an agreement as provided for in subsection C, the court, upon application of any party, shall stay the proceedings under subdivision A 1 of § 13.1-747 and determine the fair value of the petitioner’s shares as of the day before the date on which the petition under subdivision A 1 of § 13.1-747 was filed or as of such other date as the court deems appropriate under the circumstances. The determination of fair value shall include consideration of all relevant facts and circumstances, including, unless the court determines it would be unjust or inequitable to do so, (i) the petitioner’s minority status, (ii) the marketability of the petitioner’s shares, (iii) the relevant terms of any shareholders’ agreement, and (iv) if the court finds that the value of the corporation has been diminished by the wrongful conduct of controlling shareholders, the petitioner’s proportionate claim for any compensable corporate injury. In determining the fair value, the court may, in its discretion, select an appraiser to appraise the fair value of the petitioner’s shares and shall assess the cost of any such appraisal to the parties, to the corporation, or both, as the equities may appear to the court.E\n\nUpon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner’s shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under subdivision A 1 b or d of § 13.1-747, it may award expenses to the petitioning shareholder.F\n\nUpon entry of an order under subsection C or E, the court shall dismiss the petition to dissolve the corporation under subdivision A 1 of § 13.1-747 and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded to him by the order of the court, which shall be enforceable in the same manner as any other judgment.G\n\nThe purchase ordered pursuant to subsection E shall be made within 10 days after the date the order becomes final.H\n\nAny payment by the corporation pursuant to an order under subsection C or E, other than an award of expenses pursuant to subsection E, is subject to the provisions of § 13.1-653.","order_by":null,"text":{"0":{"id":284517,"text":"Unless otherwise provided in the articles of incorporation, in a proceeding under subdivision A 1 of § 13.1-747 to dissolve a corporation, the corporation may elect or, if it fails to elect, one or more shareholders may elect to purchase all shares owned by the petitioning shareholder at the fair value of the shares. An election pursuant to this section shall be irrevocable unless the court determines that it is equitable to set aside or modify the election.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":284518,"text":"An election to purchase pursuant to this section may be filed with the court at any time within 90 days after the filing of the petition under subdivision A 1 of § 13.1-747 or at such later time as the court in its discretion may allow. If the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days thereafter, give written notice to all shareholders, other than the petitioner. The notice shall state the name and number of shares owned by the petitioner and the name and number of shares owned by each electing shareholder and shall advise the recipients of their right to join in the election to purchase shares in accordance with this section. Shareholders who wish to participate shall file notice of their intention to join in the purchase no later than 30 days after the effectiveness of the notice to them. All shareholders who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding and shall participate in the purchase in proportion to their ownership of outstanding shares as of the date the first election was filed, unless they otherwise agree or the court otherwise directs. After an election has been filed by the corporation or one or more shareholders, the proceeding under subdivision A 1 of § 13.1-747 may not be discontinued or settled, nor may the petitioning shareholder sell or otherwise dispose of the petitioner’s shares, unless the court determines that it would be equitable to the corporation and the shareholders, other than the petitioner, to permit such discontinuance, settlement, sale, or other disposition.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":284519,"text":"If, within 60 days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner’s shares, the court shall enter an order directing the purchase of petitioner’s shares upon the terms and conditions agreed to by the parties.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":284520,"text":"If the parties are unable to reach an agreement as provided for in subsection C, the court, upon application of any party, shall stay the proceedings under subdivision A 1 of § 13.1-747 and determine the fair value of the petitioner’s shares as of the day before the date on which the petition under subdivision A 1 of § 13.1-747 was filed or as of such other date as the court deems appropriate under the circumstances. The determination of fair value shall include consideration of all relevant facts and circumstances, including, unless the court determines it would be unjust or inequitable to do so, (i) the petitioner’s minority status, (ii) the marketability of the petitioner’s shares, (iii) the relevant terms of any shareholders’ agreement, and (iv) if the court finds that the value of the corporation has been diminished by the wrongful conduct of controlling shareholders, the petitioner’s proportionate claim for any compensable corporate injury. In determining the fair value, the court may, in its discretion, select an appraiser to appraise the fair value of the petitioner’s shares and shall assess the cost of any such appraisal to the parties, to the corporation, or both, as the equities may appear to the court.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":284521,"text":"Upon determining the fair value of the shares, the court shall enter an order directing the purchase upon such terms and conditions as the court deems appropriate, which may include payment of the purchase price in installments, where necessary in the interests of equity, provision for security to assure payment of the purchase price and any additional costs, fees and expenses as may have been awarded, and, if the shares are to be purchased by shareholders, the allocation of shares among them. In allocating petitioner’s shares among holders of different classes of shares, the court should attempt to preserve the existing distribution of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest may be allowed at the rate and from the date determined by the court to be equitable, but if the court finds that the refusal of the petitioning shareholder to accept an offer of payment was arbitrary or otherwise not in good faith, no interest shall be allowed. If the court finds that the petitioning shareholder had probable grounds for relief under subdivision A 1 b or d of § 13.1-747, it may award expenses to the petitioning shareholder.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":284522,"text":"Upon entry of an order under subsection C or E, the court shall dismiss the petition to dissolve the corporation under subdivision A 1 of § 13.1-747 and the petitioning shareholder shall no longer have any rights or status as a shareholder of the corporation, except the right to receive the amounts awarded to him by the order of the court, which shall be enforceable in the same manner as any other judgment.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":284523,"text":"The purchase ordered pursuant to subsection E shall be made within 10 days after the date the order becomes final.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"7":{"id":284524,"text":"Any payment by the corporation pursuant to an order under subsection C or E, other than an award of expenses pursuant to subsection E, is subject to the provisions of § 13.1-653.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"ancestry":[{"id":15213,"edition_id":1,"name":"Dissolution","identifier":"16","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:53:05","date_modified":"2026-06-26 03:53:05","permalink":{"id":150607,"object_type":"structure","relational_id":15213,"identifier":"16","token":"13.1\/9\/16","url":"\/13.1\/9\/16\/","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":78573,"structure_id":15213,"section_number":"13.1-742","catch_line":"Dissolution by directors and shareholders","url":"\/13.1-742\/","token":"13.1\/9\/16\/13.1-742","metadata":false},{"id":74323,"structure_id":15213,"section_number":"13.1-743","catch_line":"Articles of dissolution","url":"\/13.1-743\/","token":"13.1\/9\/16\/13.1-743","metadata":false},{"id":84480,"structure_id":15213,"section_number":"13.1-744","catch_line":"Revocation of dissolution","url":"\/13.1-744\/","token":"13.1\/9\/16\/13.1-744","metadata":false},{"id":64259,"structure_id":15213,"section_number":"13.1-745","catch_line":"Effect of dissolution","url":"\/13.1-745\/","token":"13.1\/9\/16\/13.1-745","metadata":false},{"id":71065,"structure_id":15213,"section_number":"13.1-746","catch_line":"Known claims against dissolved corporation","url":"\/13.1-746\/","token":"13.1\/9\/16\/13.1-746","metadata":false},{"id":80590,"structure_id":15213,"section_number":"13.1-746.1","catch_line":"Other claims against dissolved corporation","url":"\/13.1-746.1\/","token":"13.1\/9\/16\/13.1-746.1","metadata":false},{"id":65922,"structure_id":15213,"section_number":"13.1-746.2","catch_line":"Court proceedings","url":"\/13.1-746.2\/","token":"13.1\/9\/16\/13.1-746.2","metadata":false},{"id":61111,"structure_id":15213,"section_number":"13.1-746.3","catch_line":"Director duties","url":"\/13.1-746.3\/","token":"13.1\/9\/16\/13.1-746.3","metadata":false},{"id":78235,"structure_id":15213,"section_number":"13.1-747","catch_line":"Grounds for judicial dissolution","url":"\/13.1-747\/","token":"13.1\/9\/16\/13.1-747","metadata":false},{"id":66813,"structure_id":15213,"section_number":"13.1-748","catch_line":"Receivership or custodianship","url":"\/13.1-748\/","token":"13.1\/9\/16\/13.1-748","metadata":false},{"id":60460,"structure_id":15213,"section_number":"13.1-749","catch_line":"Decree of dissolution","url":"\/13.1-749\/","token":"13.1\/9\/16\/13.1-749","metadata":false},{"id":79426,"structure_id":15213,"section_number":"13.1-749.1","catch_line":"Election to purchase in lieu of dissolution","url":"\/13.1-749.1\/","token":"13.1\/9\/16\/13.1-749.1","metadata":false},{"id":74574,"structure_id":15213,"section_number":"13.1-750","catch_line":"Articles of termination of corporate existence","url":"\/13.1-750\/","token":"13.1\/9\/16\/13.1-750","metadata":false},{"id":86164,"structure_id":15213,"section_number":"13.1-751","catch_line":"Termination of corporate existence by incorporators or initial directors","url":"\/13.1-751\/","token":"13.1\/9\/16\/13.1-751","metadata":false},{"id":85358,"structure_id":15213,"section_number":"13.1-752","catch_line":"Automatic termination of corporate existence","url":"\/13.1-752\/","token":"13.1\/9\/16\/13.1-752","metadata":false},{"id":57936,"structure_id":15213,"section_number":"13.1-753","catch_line":"Involuntary termination of corporate existence","url":"\/13.1-753\/","token":"13.1\/9\/16\/13.1-753","metadata":false},{"id":70924,"structure_id":15213,"section_number":"13.1-754","catch_line":"Reinstatement of a corporation that has ceased to exist","url":"\/13.1-754\/","token":"13.1\/9\/16\/13.1-754","metadata":false},{"id":69331,"structure_id":15213,"section_number":"13.1-755","catch_line":"Survival of remedy after termination of corporate existence","url":"\/13.1-755\/","token":"13.1\/9\/16\/13.1-755","metadata":false},{"id":71024,"structure_id":15213,"section_number":"13.1-756","catch_line":"Repealed","url":"\/13.1-756\/","token":"13.1\/9\/16\/13.1-756","metadata":false}],"previous_section":{"id":60460,"structure_id":15213,"section_number":"13.1-749","catch_line":"Decree of dissolution","url":"\/13.1-749\/","token":"13.1\/9\/16\/13.1-749","metadata":false},"next_section":{"id":74574,"structure_id":15213,"section_number":"13.1-750","catch_line":"Articles of termination of corporate existence","url":"\/13.1-750\/","token":"13.1\/9\/16\/13.1-750","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-749.1\/","history_text":"

This law was first created in 2005. The record of its establishment is cataloged in chapter 765<\/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 4 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 2007, chapter 165<\/a>; in 2012, chapter 706<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":78235,"section_number":"13.1-747","catch_line":"Grounds for judicial dissolution","order_by":null,"url":"\/13.1-747\/"},{"id":66813,"section_number":"13.1-748","catch_line":"Receivership or custodianship","order_by":null,"url":"\/13.1-748\/"}],"refers_to":[{"id":80786,"section_number":"13.1-653","catch_line":"Distributions to shareholders","order_by":null,"url":"\/13.1-653\/"},{"id":78235,"section_number":"13.1-747","catch_line":"Grounds for judicial dissolution","order_by":null,"url":"\/13.1-747\/"}],"permalink":{"id":150653,"object_type":"law","relational_id":79426,"identifier":"13.1-749.1","token":"13.1\/9\/16\/13.1-749.1","url":"\/13.1-749.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-749.1\/","token":"13.1\/9\/16\/13.1-749.1","dublin_core":{"Title":"Election to purchase in lieu of dissolution","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-749.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the articles of incorporation<\/span>, in a proceeding<\/span> under subdivision A 1 of § 13.1-747<\/a> to dissolve a corporation<\/span>, the corporation<\/span> may elect or, if it fails to elect, one or more shareholders<\/span> may elect to purchase all shares<\/span> owned by the petitioning shareholder<\/span> at the fair value of the shares<\/span>. An election pursuant to this section shall be irrevocable unless the court<\/span> determines that it is equitable<\/span> to set aside or modify the election. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> An election to purchase pursuant to this section may be filed with the court<\/span> at any time within 90 days after the filing of the petition<\/span> under subdivision A 1 of § 13.1-747<\/a> or at such later time as the court<\/span> in its discretion may allow. If the election to purchase is filed by one or more shareholders<\/span>, the corporation<\/span> shall, within 10 days thereafter, give written<\/span> notice to all shareholders<\/span>, other than the petitioner. The notice shall state<\/span> the name and number of shares<\/span> owned by the petitioner and the name and number of shares<\/span> owned by each electing shareholder<\/span> and shall advise the recipients of their right to join in the election to purchase shares<\/span> in accordance with this section. Shareholders<\/span> who wish to participate shall file notice of their intention to join in the purchase no later than 30 days after the effectiveness of the notice to them. All shareholders<\/span> who have filed an election or notice of their intention to participate in the election to purchase thereby become parties to the proceeding<\/span> and shall participate in the purchase in proportion to their ownership of outstanding shares<\/span> as of the date the first election was filed, unless they otherwise agree or the court<\/span> otherwise directs. After an election has been filed by the corporation<\/span> or one or more shareholders<\/span>, the proceeding<\/span> under subdivision A 1 of § 13.1-747<\/a> may not be discontinued or settled, nor may the petitioning shareholder<\/span> sell or otherwise dispose of the petitioner’s shares<\/span>, unless the court<\/span> determines that it would be equitable<\/span> to the corporation<\/span> and the shareholders<\/span>, other than the petitioner, to permit such discontinuance, settlement<\/span>, sale, or other disposition<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If, within 60 days of the filing of the first election, the parties reach agreement as to the fair value and terms of purchase of the petitioner’s shares<\/span>, the court<\/span> shall enter an order<\/span> directing the purchase of petitioner’s shares<\/span> upon the terms and conditions agreed to by the parties. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the parties are unable to reach an agreement as provided for in subsection C, the court<\/span>, upon application of any party<\/span>, shall stay<\/span> the proceedings<\/span> under subdivision A 1 of § 13.1-747<\/a> and determine the fair value of the petitioner’s shares<\/span> as of the day before the date on which the petition<\/span> under subdivision A 1 of § 13.1-747<\/a> was filed or as of such other date as the court<\/span> deems appropriate under the circumstances. The determination of fair value shall include consideration of all relevant facts<\/span> and circumstances, including, unless the court<\/span> determines it would be unjust or inequitable to do so, (i) the petitioner’s minority status, (ii) the marketability of the petitioner’s shares<\/span>, (iii) the relevant terms of any shareholders<\/span>’ agreement, and (iv) if the court<\/span> finds that the value of the corporation<\/span> has been diminished by the wrongful conduct of controlling shareholders<\/span>, the petitioner’s proportionate claim for any compensable corporate injury. In determining the fair value, the court<\/span> may, in its discretion, select an appraiser to appraise the fair value of the petitioner’s shares<\/span> and shall assess the cost of any such appraisal to the parties, to the corporation<\/span>, or both, as the equities may appear to the court<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Upon determining the fair value of the shares<\/span>, the court<\/span> shall enter an order<\/span> directing the purchase upon such terms and conditions as the court<\/span> deems appropriate, which may include payment of the purchase price in installments, where necessary in the interests<\/span> of equity<\/span>, provision for security to assure payment of the purchase price and any additional costs, fees and expenses<\/span> as may have been awarded, and, if the shares<\/span> are to be purchased by shareholders<\/span>, the allocation of shares<\/span> among them. In allocating petitioner’s shares<\/span> among holders of different classes of shares<\/span>, the court<\/span> should attempt to preserve the existing distribution<\/span> of voting rights among holders of different classes insofar as practicable and may direct that holders of a specific class or classes shall not participate in the purchase. Interest<\/span> may be allowed at the rate and from the date determined by the court<\/span> to be equitable<\/span>, but if the court<\/span> finds that the refusal of the petitioning shareholder<\/span> to accept an offer of payment was arbitrary or otherwise not in good faith, no interest<\/span> shall be allowed. If the court<\/span> finds that the petitioning shareholder<\/span> had probable grounds for relief under subdivision A 1 b or d of § 13.1-747<\/a>, it may award expenses<\/span> to the petitioning shareholder<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Upon entry of an order<\/span> under subsection C or E, the court<\/span> shall dismiss the petition<\/span> to dissolve the corporation<\/span> under subdivision A 1 of § 13.1-747<\/a> and the petitioning shareholder<\/span> shall no longer have any rights or status as a shareholder<\/span> of the corporation<\/span>, except the right to receive the amounts awarded to him by the order<\/span> of the court<\/span>, which shall be enforceable in the same manner as any other judgment<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> The purchase ordered pursuant to subsection E shall be made within 10 days after the date the order<\/span> becomes final. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> Any payment by the corporation<\/span> pursuant to an order<\/span> under subsection C or E, other than an award of expenses<\/span> pursuant to subsection E, is subject to the provisions of § 13.1-653<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nELECTION TO PURCHASE IN LIEU OF DISSOLUTION (\u00a7 13.1-749.1)\n\nA. Unless otherwise provided in the articles of incorporation, in a proceeding\nunder subdivision A 1 of § 13.1-747 to dissolve a corporation, the\ncorporation may elect or, if it fails to elect, one or more shareholders may\nelect to purchase all shares owned by the petitioning shareholder at the fair\nvalue of the shares. An election pursuant to this section shall be irrevocable\nunless the court determines that it is equitable to set aside or modify the\nelection.\n\nB. An election to purchase pursuant to this section may be filed with the court\nat any time within 90 days after the filing of the petition under subdivision A\n1 of § 13.1-747 or at such later time as the court in its discretion may\nallow. If the election to purchase is filed by one or more shareholders, the\ncorporation shall, within 10 days thereafter, give written notice to all\nshareholders, other than the petitioner. The notice shall state the name and\nnumber of shares owned by the petitioner and the name and number of shares owned\nby each electing shareholder and shall advise the recipients of their right to\njoin in the election to purchase shares in accordance with this section.\nShareholders who wish to participate shall file notice of their intention to\njoin in the purchase no later than 30 days after the effectiveness of the notice\nto them. All shareholders who have filed an election or notice of their\nintention to participate in the election to purchase thereby become parties to\nthe proceeding and shall participate in the purchase in proportion to their\nownership of outstanding shares as of the date the first election was filed,\nunless they otherwise agree or the court otherwise directs. After an election\nhas been filed by the corporation or one or more shareholders, the proceeding\nunder subdivision A 1 of § 13.1-747 may not be discontinued or settled, nor\nmay the petitioning shareholder sell or otherwise dispose of the\npetitioner’s shares, unless the court determines that it would be\nequitable to the corporation and the shareholders, other than the petitioner, to\npermit such discontinuance, settlement, sale, or other disposition.\n\nC. If, within 60 days of the filing of the first election, the parties reach\nagreement as to the fair value and terms of purchase of the petitioner’s\nshares, the court shall enter an order directing the purchase of\npetitioner’s shares upon the terms and conditions agreed to by the\nparties.\n\nD. If the parties are unable to reach an agreement as provided for in subsection\nC, the court, upon application of any party, shall stay the proceedings under\nsubdivision A 1 of § 13.1-747 and determine the fair value of the\npetitioner’s shares as of the day before the date on which the petition\nunder subdivision A 1 of § 13.1-747 was filed or as of such other date as\nthe court deems appropriate under the circumstances. The determination of fair\nvalue shall include consideration of all relevant facts and circumstances,\nincluding, unless the court determines it would be unjust or inequitable to do\nso, (i) the petitioner’s minority status, (ii) the marketability of the\npetitioner’s shares, (iii) the relevant terms of any shareholders’\nagreement, and (iv) if the court finds that the value of the corporation has\nbeen diminished by the wrongful conduct of controlling shareholders, the\npetitioner’s proportionate claim for any compensable corporate injury. In\ndetermining the fair value, the court may, in its discretion, select an\nappraiser to appraise the fair value of the petitioner’s shares and shall\nassess the cost of any such appraisal to the parties, to the corporation, or\nboth, as the equities may appear to the court.\n\nE. Upon determining the fair value of the shares, the court shall enter an order\ndirecting the purchase upon such terms and conditions as the court deems\nappropriate, which may include payment of the purchase price in installments,\nwhere necessary in the interests of equity, provision for security to assure\npayment of the purchase price and any additional costs, fees and expenses as may\nhave been awarded, and, if the shares are to be purchased by shareholders, the\nallocation of shares among them. In allocating petitioner’s shares among\nholders of different classes of shares, the court should attempt to preserve the\nexisting distribution of voting rights among holders of different classes\ninsofar as practicable and may direct that holders of a specific class or\nclasses shall not participate in the purchase. Interest may be allowed at the\nrate and from the date determined by the court to be equitable, but if the court\nfinds that the refusal of the petitioning shareholder to accept an offer of\npayment was arbitrary or otherwise not in good faith, no interest shall be\nallowed. If the court finds that the petitioning shareholder had probable\ngrounds for relief under subdivision A 1 b or d of § 13.1-747, it may award\nexpenses to the petitioning shareholder.\n\nF. Upon entry of an order under subsection C or E, the court shall dismiss the\npetition to dissolve the corporation under subdivision A 1 of § 13.1-747\nand the petitioning shareholder shall no longer have any rights or status as a\nshareholder of the corporation, except the right to receive the amounts awarded\nto him by the order of the court, which shall be enforceable in the same manner\nas any other judgment.\n\nG. The purchase ordered pursuant to subsection E shall be made within 10 days\nafter the date the order becomes final.\n\nH. Any payment by the corporation pursuant to an order under subsection C or E,\nother than an award of expenses pursuant to subsection E, is subject to the\nprovisions of § 13.1-653.\n\nHISTORY: 2005, c. 765; 2007, c. 165; 2012, c. 706; 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}}