                                 CODE OF VIRGINIA

DISPOSITION OF ASSETS NOT REQUIRING SHAREHOLDER APPROVAL (§ 13.1-723)

Unless the articles of incorporation otherwise provide, no approval of the
shareholders of a corporation is required:

1. To sell, lease, exchange, or otherwise dispose of any or all of the
corporation&#8217;s assets in the usual and regular course of business;

2. To mortgage, pledge, dedicate to the repayment of indebtedness, whether with
or without recourse, or otherwise encumber any or all of the corporation&#8217;s
assets, whether or not in the usual and regular course of business;

3. To transfer any or all of the corporation&#8217;s assets to one or more
domestic or foreign corporations or eligible entities all the shares or
interests of which are owned by the corporation; or

4. To distribute assets pro rata to the holders of one or more classes or series
of the corporation&#8217;s shares.

HISTORY: Code 1950, §§ 13-83, 13-84, 13.1-77; 1954, c. 499; 1956, c. 428;
1968, c. 109; 1971, Ex. Sess., c. 117; 1975, c. 500; 1985, c. 522; 1994, c. 710;
2003, c. 728; 2005, c. 765; 2019, c. 734.