                                 CODE OF VIRGINIA

TRANSFER OF BUSINESS (§ 59.1-356)

A. No supplier shall unreasonably withhold or delay consent to any transfer of
the dealer&#8217;s business or transfer of the stock or other interest in the
dealership, whenever the dealer to be substituted meets the material and
reasonable qualifications and standards required of its dealers. Should a
supplier determine that a proposed transferee does not meet its qualifications
and standards, it shall give the dealer written notice thereof, stating the
specific reasons for withholding consent. No prospective transferee shall be
disqualified to be a dealer because it is a publicly held corporation. A
supplier shall have forty-five days to consider a dealer&#8217;s request to make
a transfer under this subsection.

B. Notwithstanding any provision in subsection A of this section, no supplier
shall withhold consent to, or in any manner retain a right of prior approval of,
the transfer of the dealer&#8217;s business to a member or members of the family
of the dealer or the principal owner of the dealer. As used in this subsection,
&#8220;family&#8221; means and includes the spouse, parent, siblings, children,
stepchildren and lineal descendants, including those by adoption of the dealer
or principal owner of the dealer.

C. Whenever a transfer of a dealer&#8217;s business occurs, the transferee shall
assume all the obligations imposed on and succeed to all the rights held by the
selling dealer by virtue of any agreement, consistent with this chapter, between
the selling dealer and one or more suppliers entered into prior to the transfer.

D. In any dispute as to whether a supplier has denied consent in violation of
this section, the supplier shall have the burden of proving a substantial and
reasonable justification for the denial of consent.

HISTORY: 1988, c. 73.