{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-777.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-777.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-777.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-777.html"}],"law_id":62716,"edition_id":1,"section_id":62716,"structure_id":14306,"section_number":"13.1-777","catch_line":"Institution of proceeding to determine shareholders","history":"Code 1950, \u00a7\u00a7 13.1-157 to 13.1-161; 1979, c. 90; 1985, c. 522.","full_text":"A\n\nWhenever the records of a corporation are such that its board of directors determines that there are entities that appear to be lost shareholders who may or may not be entitled to the shares of stock shown by its records or that there may be asserted shareholders, the board of directors may, by a suit in equity brought in the circuit court of the city or county in which its registered office is located, begin a proceeding for a determination of the identity of its proper shareholders.B\n\nEach lost shareholder shall be named a party defendant. Asserted shareholders shall be joined as defendants as persons unknown. Service shall be effected by order of publication pursuant to § 8.01-316. The Commonwealth shall be named a party defendant and service shall be effected on the Attorney General.C\n\nThe court shall hear all evidence that shall be available as to the identity of lost shareholders and asserted shareholders and whether or not they are entitled to own shares of stock of the corporation.D\n\nThe court, on the basis of such evidence, shall determine, to the best of its ability, the identity of the lost shareholders and asserted shareholders of the corporation. Such determination shall be final, subject to appeal to the Supreme Court of Virginia.E\n\nThe court, in its final decree, shall declare that the shares owned by lost shareholders or asserted shareholders and any dividends declared thereon and unpaid shall be the property of the Commonwealth in accordance with § 55.1-2511.","order_by":null,"text":{"0":{"id":228666,"text":"Whenever the records of a corporation are such that its board of directors determines that there are entities that appear to be lost shareholders who may or may not be entitled to the shares of stock shown by its records or that there may be asserted shareholders, the board of directors may, by a suit in equity brought in the circuit court of the city or county in which its registered office is located, begin a proceeding for a determination of the identity of its proper shareholders.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":228667,"text":"Each lost shareholder shall be named a party defendant. Asserted shareholders shall be joined as defendants as persons unknown. Service shall be effected by order of publication pursuant to § 8.01-316. The Commonwealth shall be named a party defendant and service shall be effected on the Attorney General.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":228668,"text":"The court shall hear all evidence that shall be available as to the identity of lost shareholders and asserted shareholders and whether or not they are entitled to own shares of stock of the corporation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":228669,"text":"The court, on the basis of such evidence, shall determine, to the best of its ability, the identity of the lost shareholders and asserted shareholders of the corporation. Such determination shall be final, subject to appeal to the Supreme Court of Virginia.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":228670,"text":"The court, in its final decree, shall declare that the shares owned by lost shareholders or asserted shareholders and any dividends declared thereon and unpaid shall be the property of the Commonwealth in accordance with § 55.1-2511.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":14306,"edition_id":1,"name":"Proceeding for Determination of Shareholders","identifier":"19","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:47:41","date_modified":"2026-06-26 03:47:41","permalink":{"id":150793,"object_type":"structure","relational_id":14306,"identifier":"19","token":"13.1\/9\/19","url":"\/13.1\/9\/19\/","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":55588,"structure_id":14306,"section_number":"13.1-776","catch_line":"Definitions","url":"\/13.1-776\/","token":"13.1\/9\/19\/13.1-776","metadata":false},{"id":62716,"structure_id":14306,"section_number":"13.1-777","catch_line":"Institution of proceeding to determine shareholders","url":"\/13.1-777\/","token":"13.1\/9\/19\/13.1-777","metadata":false}],"previous_section":{"id":55588,"structure_id":14306,"section_number":"13.1-776","catch_line":"Definitions","url":"\/13.1-776\/","token":"13.1\/9\/19\/13.1-776","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-777\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 2 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 1979, chapter 90; in 1985, chapter 522.<\/p>","references":false,"refers_to":[{"id":65661,"section_number":"55.1-2511","catch_line":"Intangible interest in business association","order_by":null,"url":"\/55.1-2511\/"},{"id":66717,"section_number":"8.01-316","catch_line":"Service by publication; when available","order_by":null,"url":"\/8.01-316\/"}],"permalink":{"id":150799,"object_type":"law","relational_id":62716,"identifier":"13.1-777","token":"13.1\/9\/19\/13.1-777","url":"\/13.1-777\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-777\/","token":"13.1\/9\/19\/13.1-777","dublin_core":{"Title":"Institution of proceeding to determine shareholders","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-777","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever the records of a corporation<\/span> are such that its board of directors determines that there are entities that appear to be lost shareholders<\/span> who may or may not be entitled to the shares<\/span> of stock shown by its records or that there may be asserted shareholders<\/span>, the board of directors may, by a suit in equity<\/span> brought in the circuit<\/span> court<\/span> of the city or county in which its registered office is located, begin a proceeding<\/span> for a determination of the identity of its proper shareholders. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Each lost shareholder<\/span> shall be named a party<\/span> defendant<\/span>. Asserted shareholders<\/span> shall be joined as defendants<\/span> as persons<\/span> unknown. Service shall be effected by order<\/span> of publication pursuant to § 8.01-316<\/a>. The Commonwealth shall be named a party<\/span> defendant<\/span> and service shall be effected on the Attorney General<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The court<\/span> shall hear all evidence<\/span> that shall be available as to the identity of lost shareholders<\/span> and asserted shareholders<\/span> and whether or not they are entitled to own shares<\/span> of stock of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The court<\/span>, on the basis of such evidence<\/span>, shall determine, to the best of its ability, the identity of the lost shareholders<\/span> and asserted shareholders<\/span> of the corporation<\/span>. Such determination shall be final, subject to appeal<\/span> to the Supreme Court<\/span> of Virginia. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The court<\/span>, in its final decree<\/span>, shall declare that the shares<\/span> owned by lost shareholders<\/span> or asserted shareholders<\/span> and any dividends declared thereon and unpaid shall be the property of the Commonwealth in accordance with § 55.1-2511<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINSTITUTION OF PROCEEDING TO DETERMINE SHAREHOLDERS (\u00a7 13.1-777)\n\nA. Whenever the records of a corporation are such that its board of directors\ndetermines that there are entities that appear to be lost shareholders who may\nor may not be entitled to the shares of stock shown by its records or that there\nmay be asserted shareholders, the board of directors may, by a suit in equity\nbrought in the circuit court of the city or county in which its registered\noffice is located, begin a proceeding for a determination of the identity of its\nproper shareholders.\n\nB. Each lost shareholder shall be named a party defendant. Asserted shareholders\nshall be joined as defendants as persons unknown. Service shall be effected by\norder of publication pursuant to § 8.01-316. The Commonwealth shall be\nnamed a party defendant and service shall be effected on the Attorney General.\n\nC. The court shall hear all evidence that shall be available as to the identity\nof lost shareholders and asserted shareholders and whether or not they are\nentitled to own shares of stock of the corporation.\n\nD. The court, on the basis of such evidence, shall determine, to the best of its\nability, the identity of the lost shareholders and asserted shareholders of the\ncorporation. Such determination shall be final, subject to appeal to the Supreme\nCourt of Virginia.\n\nE. The court, in its final decree, shall declare that the shares owned by lost\nshareholders or asserted shareholders and any dividends declared thereon and\nunpaid shall be the property of the Commonwealth in accordance with §\n55.1-2511.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-157 to 13.1-161; 1979, c. 90; 1985, c. 522.","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}}