{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-900.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-900.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-900.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-900.html"}],"law_id":54289,"edition_id":1,"section_id":54289,"structure_id":13300,"section_number":"13.1-900","catch_line":"Sale of assets other than in regular course of business","history":"Code 1950, \u00a7\u00a7 13-232, 13.1-246; 1956, c. 428; 1985, c. 522; 1991, c. 110; 2007, c. 925.","full_text":"A\n\nA corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its assets, with or without the good will, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation’s board of directors, if the board of directors adopts and its members approve the proposed transaction.B\n\nWhere there are members having voting rights, a disposition, other than a disposition described in \u00a7 13.1-899, shall be authorized in the following manner:1\n\nThe board of directors shall adopt a resolution authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the members for their approval. The board of directors shall also submit to the members a recommendation that the members approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination.2\n\nThe board of directors may condition its submission of the proposed transaction on any basis.3\n\nThe corporation shall notify each member, whether or not entitled to vote, of the proposed members’ meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain or be accompanied by a copy or summary of the agreement pursuant to which the disposition will be effected. If only a summary of the agreement is sent to members, the corporation shall also send a copy of the agreement to any member who requests it.4\n\nUnless the board of directors, acting pursuant to subdivision 2 of this subsection, requires a greater vote, the disposition to be authorized shall be approved by more than two-thirds of all the votes cast on the disposition at a meeting at which a quorum exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the disposition by each voting group entitled to vote on the disposition at a meeting at which a quorum of the voting group exists.5\n\nUnless the parties to the disposition have agreed otherwise, after a disposition of assets has been approved by members, and at any time before the disposition has been consummated, it may be abandoned, subject to any contractual rights, without further member action in accordance with the procedure set forth in the resolution proposing the disposition or, if none is set forth, by the board of directors.C\n\nFor a transaction to be authorized where there are no members, or no members having voting rights, the proposed transaction shall be authorized upon receiving the vote of a majority of the directors in office.D\n\nA disposition of assets in the course of dissolution under Article 13 (§ 13.1-902 et seq.) is not governed by this section.","order_by":null,"text":{"0":{"id":199305,"text":"A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its assets, with or without the good will, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation’s board of directors, if the board of directors adopts and its members approve the proposed transaction.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":199306,"text":"Where there are members having voting rights, a disposition, other than a disposition described in \u00a7 13.1-899, shall be authorized in the following manner:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":199307,"text":"The board of directors shall adopt a resolution authorizing the disposition. After adoption of such a resolution, the board of directors shall submit the proposed disposition to the members for their approval. The board of directors shall also submit to the members a recommendation that the members approve the proposed disposition, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination.","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":199308,"text":"The board of directors may condition its submission of the proposed transaction on any basis.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":199309,"text":"The corporation shall notify each member, whether or not entitled to vote, of the proposed members’ meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the disposition and shall contain or be accompanied by a copy or summary of the agreement pursuant to which the disposition will be effected. If only a summary of the agreement is sent to members, the corporation shall also send a copy of the agreement to any member who requests it.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":199310,"text":"Unless the board of directors, acting pursuant to subdivision 2 of this subsection, requires a greater vote, the disposition to be authorized shall be approved by more than two-thirds of all the votes cast on the disposition at a meeting at which a quorum exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the disposition by each voting group entitled to vote on the disposition at a meeting at which a quorum of the voting group exists.","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":199311,"text":"Unless the parties to the disposition have agreed otherwise, after a disposition of assets has been approved by members, and at any time before the disposition has been consummated, it may be abandoned, subject to any contractual rights, without further member action in accordance with the procedure set forth in the resolution proposing the disposition or, if none is set forth, by the board of directors.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":199312,"text":"For a transaction to be authorized where there are no members, or no members having voting rights, the proposed transaction shall be authorized upon receiving the vote of a majority of the directors in office.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"8":{"id":199313,"text":"A disposition of assets in the course of dissolution under Article 13 (§ 13.1-902 et seq.) is not governed by this section.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":13300,"edition_id":1,"name":"Sale of Assets","identifier":"12","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:44:36","date_modified":"2026-06-26 03:44:36","permalink":{"id":147679,"object_type":"structure","relational_id":13300,"identifier":"12","token":"13.1\/10\/12","url":"\/13.1\/10\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":61580,"structure_id":13300,"section_number":"13.1-899","catch_line":"Sale of assets in regular course of business","url":"\/13.1-899\/","token":"13.1\/10\/12\/13.1-899","metadata":false},{"id":54289,"structure_id":13300,"section_number":"13.1-900","catch_line":"Sale of assets other than in regular course of business","url":"\/13.1-900\/","token":"13.1\/10\/12\/13.1-900","metadata":false},{"id":71224,"structure_id":13300,"section_number":"13.1-901","catch_line":"Sale of certain real property by incorporated educational institutions","url":"\/13.1-901\/","token":"13.1\/10\/12\/13.1-901","metadata":false}],"previous_section":{"id":61580,"structure_id":13300,"section_number":"13.1-899","catch_line":"Sale of assets in regular course of business","url":"\/13.1-899\/","token":"13.1\/10\/12\/13.1-899","metadata":false},"next_section":{"id":71224,"structure_id":13300,"section_number":"13.1-901","catch_line":"Sale of certain real property by incorporated educational institutions","url":"\/13.1-901\/","token":"13.1\/10\/12\/13.1-901","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-900\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. 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 1956, chapter 428; in 1985, chapter 522; in 1991, chapter 110; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":87273,"section_number":"13.1-842","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-842\/"},{"id":61378,"section_number":"6.2-1205","catch_line":"Merger, consolidation or transfer of assets of insolvent or financially unstable savings institution; notice and hearing; final order; priorities; examinations of resulting institutions","order_by":null,"url":"\/6.2-1205\/"},{"id":60747,"section_number":"6.2-1317","catch_line":"Supervisory merger or transfer of assets of insolvent or financially unstable credit union","order_by":null,"url":"\/6.2-1317\/"}],"refers_to":[{"id":87273,"section_number":"13.1-842","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-842\/"},{"id":61580,"section_number":"13.1-899","catch_line":"Sale of assets in regular course of business","order_by":null,"url":"\/13.1-899\/"},{"id":58171,"section_number":"13.1-902","catch_line":"Dissolution by directors and members","order_by":null,"url":"\/13.1-902\/"}],"permalink":{"id":147685,"object_type":"law","relational_id":54289,"identifier":"13.1-900","token":"13.1\/10\/12\/13.1-900","url":"\/13.1-900\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-900\/","token":"13.1\/10\/12\/13.1-900","dublin_core":{"Title":"Sale of assets other than in regular course of business","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-900","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its assets<\/span>, with or without the good will, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corporation<\/span>’s board of directors<\/span>, if the board of directors<\/span> adopts and its members<\/span> approve the proposed transaction. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Where there are members<\/span> having voting rights, a disposition<\/span>, other than a disposition<\/span> described in \u00a7 13.1-899<\/a>, shall be authorized in the following manner: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The board of directors<\/span> shall adopt a resolution authorizing the disposition<\/span>. After adoption of such a resolution, the board of directors<\/span> shall submit the proposed disposition<\/span> to the members<\/span> for their approval. The board of directors<\/span> shall also submit to the members<\/span> a recommendation that the members<\/span> approve the proposed disposition<\/span>, unless the board of directors<\/span> makes a determination that because of conflicts of interest<\/span> or other special circumstances it should not make such a recommendation, in which case the board of directors<\/span> shall transmit to the members<\/span> the basis for that determination. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The board of directors<\/span> may condition its submission of the proposed transaction on any basis. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The corporation<\/span> shall notify each member<\/span>, whether or not entitled to vote, of the proposed members<\/span>’ meeting in accordance with § 13.1-842<\/a>. The notice shall also state<\/span> that the purpose, or one of the purposes, of the meeting is to consider the disposition<\/span> and shall contain or be accompanied by a copy or summary of the agreement pursuant to which the disposition<\/span> will be effected. If only a summary of the agreement is sent to members<\/span>, the corporation<\/span> shall also send a copy of the agreement to any member<\/span> who requests it. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Unless the board of directors<\/span>, acting pursuant to subdivision 2 of this subsection, requires a greater vote, the disposition<\/span> to be authorized shall be approved by more than two-thirds of all the votes cast on the disposition<\/span> at a meeting at which a quorum exists. The articles of incorporation<\/span> may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups<\/span> so long as the vote provided for is not less than a majority of all the votes cast on the disposition<\/span> by each voting group<\/span> entitled to vote on the disposition<\/span> at a meeting at which a quorum of the voting group<\/span> exists. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Unless the parties to the disposition<\/span> have agreed otherwise, after a disposition<\/span> of assets<\/span> has been approved by members<\/span>, and at any time before the disposition<\/span> has been consummated, it may be abandoned, subject to any contractual rights, without further member<\/span> action in accordance with the procedure set forth in the resolution proposing the disposition<\/span> or, if none is set forth, by the board of directors<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> For a transaction to be authorized where there are no members<\/span>, or no members<\/span> having voting rights, the proposed transaction shall be authorized upon receiving the vote of a majority of the directors in office. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A disposition<\/span> of assets<\/span> in the course of dissolution under Article 13 (§ 13.1-902<\/a> et seq.) is not governed by this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSALE OF ASSETS OTHER THAN IN REGULAR COURSE OF BUSINESS (\u00a7 13.1-900)\n\nA. A corporation may sell, lease, exchange, or otherwise dispose of all, or\nsubstantially all, of its assets, with or without the good will, otherwise than\nin the usual and regular course of business, on the terms and conditions and for\nthe consideration determined by the corporation’s board of directors, if\nthe board of directors adopts and its members approve the proposed transaction.\n\nB. Where there are members having voting rights, a disposition, other than a\ndisposition described in \u00a7 13.1-899, shall be authorized in the following\nmanner:\n\n 1. The board of directors shall adopt a resolution authorizing the\n disposition. After adoption of such a resolution, the board of directors shall\n submit the proposed disposition to the members for their approval. The board\n of directors shall also submit to the members a recommendation that the\n members approve the proposed disposition, unless the board of directors makes\n a determination that because of conflicts of interest or other special\n circumstances it should not make such a recommendation, in which case the\n board of directors shall transmit to the members the basis for that\n determination.\n\n 2. The board of directors may condition its submission of the proposed\n transaction on any basis.\n\n 3. The corporation shall notify each member, whether or not entitled to vote,\n of the proposed members’ meeting in accordance with § 13.1-842. The\n notice shall also state that the purpose, or one of the purposes, of the\n meeting is to consider the disposition and shall contain or be accompanied by\n a copy or summary of the agreement pursuant to which the disposition will be\n effected. If only a summary of the agreement is sent to members, the\n corporation shall also send a copy of the agreement to any member who requests\n it.\n\n 4. Unless the board of directors, acting pursuant to subdivision 2 of this\n subsection, requires a greater vote, the disposition to be authorized shall be\n approved by more than two-thirds of all the votes cast on the disposition at a\n meeting at which a quorum exists. The articles of incorporation may provide\n for a greater or lesser vote than that provided for in this subsection or a\n vote by separate voting groups so long as the vote provided for is not less\n than a majority of all the votes cast on the disposition by each voting group\n entitled to vote on the disposition at a meeting at which a quorum of the\n voting group exists.\n\n 5. Unless the parties to the disposition have agreed otherwise, after a\n disposition of assets has been approved by members, and at any time before the\n disposition has been consummated, it may be abandoned, subject to any\n contractual rights, without further member action in accordance with the\n procedure set forth in the resolution proposing the disposition or, if none is\n set forth, by the board of directors.\n\nC. For a transaction to be authorized where there are no members, or no members\nhaving voting rights, the proposed transaction shall be authorized upon\nreceiving the vote of a majority of the directors in office.\n\nD. A disposition of assets in the course of dissolution under Article 13 (§\n13.1-902 et seq.) is not governed by this section.\n\nHISTORY: Code 1950, \u00a7\u00a7 13-232, 13.1-246; 1956, c. 428; 1985, c. 522; 1991, c.\n110; 2007, c. 925.","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}}