                                 CODE OF VIRGINIA

SHARE DIVIDENDS (§ 13.1-645)

A. Unless the articles of incorporation provide otherwise, shares may be issued
pro rata and without consideration to the corporation&#8217;s shareholders or to
the shareholders of one or more classes or series of shares. An issuance of
shares under this subsection is a share dividend.

B. Shares of one class or series may not be issued as a share dividend in
respect of shares of another class or series unless (i) the articles of
incorporation so authorize, (ii) a majority of the votes entitled to be cast by
the class or series to be issued approve the issue, or (iii) there are no
outstanding shares of the class or series to be issued. For purposes of this
subsection, if a security convertible into or carrying a right to subscribe for
or acquire shares of the class or series to be issued is outstanding, the
holders shall be deemed to be holders of the class or series.

C. If the board of directors does not fix the record date for determining
shareholders entitled to a share dividend, it is the date the board of directors
authorizes the share dividend.

HISTORY: Code 1950, §§ 13-37, 13.1-19; 1956, c. 428; 1972, c. 580; 1975, c.
500; 1985, c. 522; 2019, c. 734.