Corporate Appraisal and Dissenters'-Rights Procedure in Virginia

At a glance

Requirements one by one

Governing law and transaction scope

Article 15 treats a shareholder as a record holder, beneficial shareholder, or voting-trust beneficial owner. Its corporation definition includes the merger survivor for the payment-through-court provisions. Section 13.1-729.

The merger trigger excludes shares that remain outstanding; the exchange trigger excludes classes or series that are not acquired. Asset-disposition appraisal under § 13.1-730(A)(3) requires an interested transaction. A fractional-share amendment qualifies when the corporation must or may buy the fraction. Domestication requires the specified less-favorable rights or percentage-interest change, while conversion to an unincorporated entity has its own trigger. Articles, bylaws, and board resolutions can add the specified transaction rights under § 13.1-730(A)(5).

Market and preferred-share limits

The organized-market exclusion requires both the holder count and qualifying market value; subsidiary, senior-executive, director, and over-10%-owner shares are excluded from that value calculation. The measurement date is the meeting notice record date, the specified offer date, or the day before effectiveness when neither applies. Section 13.1-730(B).

The exclusion does not apply when the holder must accept consideration other than cash or qualifying shares/interests, or when the action is an interested transaction. The definition in § 13.1-729 includes a one-year lookback and specified voting-power, director-selection, and special-benefit tests, with express exceptions. This page does not determine those facts for a transaction.

A preferred-share restriction in the articles cannot operate without the specified separate voting-group right. A later amendment also cannot remove otherwise available rights for protected outstanding shares or existing issuance commitments in an action effective within one year. Section 13.1-730(C).

Owners and nominees

A record holder acting for fewer than all shares in its name must object for all shares of that class or series belonging to each represented beneficial or voting-trust owner and supply each owner's name and address. An owner asserting directly needs the record holder's written consent by the response- form deadline and must assert for all beneficially owned shares of the class or series. Section 13.1-731.

Transaction notices

Meeting or qualifying offer materials state the corporation's position on appraisal availability and include Article 15 where rights are or may be available. Consent solicitation and nonconsenter notices have their own required statements and article copies. Short-form subsidiary-merger notice must follow effectiveness within 10 days and include the appraisal materials. Section 13.1-732(A)-(C).

Notices also include the specified annual financial statements dated no more than 16 months earlier and the latest quarterly statements, if any. Reasonably equivalent financial information substitutes when the annual statements are not reasonably available. Section 13.1-732(D).

Preserving rights before the action

At a meeting, written intent goes to the secretary before the vote, and no shares of the affected class or series may be voted in favor. The consent route requires intent before effectiveness unless the appraisal notice is given less than 25 days before effectiveness; the holder still must not sign a favorable consent. In the specified no-vote offer route, intent must arrive before purchase, and the holder must not tender any affected class/series shares. Noncompliance prevents payment under Article 15. Section 13.1-733.

Post-effective form and share deposit

The corporation delivers its appraisal notice no earlier than effectiveness and no later than 10 days after. The form identifies any pre-effective announcement of principal terms and asks for the applicable acquisition-date and nonapproval certifications. The notice states the estimate, return and deposit locations, response and withdrawal dates, and includes Article 15. Section 13.1-734.

The corporation must receive the form within its stated 40–60-day window. Section 13.1-734(B)(2)(a) says the certificate-deposit date cannot be earlier than the form date; § 13.1-735.1(A), (C) separately requires signed return and timely certificate deposit under the notice. Both provisions must be read when reviewing the actual notice. A missing acquisition-date certification can allow after-acquired treatment. Deposit, or signed-form return for uncertificated shares, ends ordinary shareholder rights unless withdrawal occurs. Section 13.1-735.1.

Payment, after-acquired shares, and withdrawal

Ordinary payment is cash equal to the corporation's estimated fair value plus interest, due within 30 days after the form deadline. The estimate cannot be lower than the notice estimate. The payment includes the specified financials and a warning that failure to demand more in time accepts the payment in full. Section 13.1-737.

The corporation may withhold that initial payment when required pre- announcement ownership was not certified. Within the same 30-day period it sends financial information, its estimate and interest offer, and acceptance or objection instructions. An express acceptance leads to payment within 10 days; deemed acceptance leads to payment within 40 days after delivery of the offer notice. Section 13.1-738.

A dissatisfied holder must write to the secretary within 30 days after receiving payment or an offer, state the holder's estimate, and demand that amount plus interest, less prior payment where applicable. Otherwise only the amount paid or offered remains due. Section 13.1-739.

The notice's withdrawal date must fall within 20 days after the form deadline. Written withdrawal goes to the secretary by that date; later withdrawal needs the corporation's written consent. Sections 13.1-734(B)(2)(e) and 13.1-735.1(B).

Court, interest, and expenses

The corporation must petition within 60 days after receiving an unsettled supplemental demand or pay the shareholder's demanded amount plus interest. Venue is the circuit court where the principal office lies, or the registered office if no principal office is in Virginia, with a separate foreign-survivor fallback. All unsettled holders must be parties and receive the petition. Section 13.1-740(A)-(D).

Jurisdiction is exclusive and plenary. Ordinary civil discovery applies; there is no jury right. Court-appointed appraisers receive evidence and recommend a decision under the appointment order. The judgment covers the statutory deficiency or withheld payment plus interest. Section 13.1-740(E)-(F).

Interest runs from effectiveness to payment at the corporation's average principal-bank-loan rate, or a fair and equitable rate when it has none. Section 13.1-729. Court costs ordinarily fall on the corporation, with an exception for arbitrary, vexatious, or bad-faith holders. Expense awards can follow corporate noncompliance or either side's misconduct; substantial- benefit expenses can be charged to benefiting holders' awards. Section 13.1-741.

Fair-value and other-remedy boundaries

Section 13.1-729 uses the time immediately before effectiveness and specified valuation concepts, ordinarily without marketability or minority discounts. It does not supply a price for any actual holding.

Section 13.1-741.1 limits post-approval challenges but preserves stated exceptions involving authorization, fraud or misleading omissions, certain director/officer/related-person transactions, and short-notice nonunanimous consents. The current related-person wording reflects the 2026 amendment; these exceptions are not a determination that another claim is available.

What trips people up

The consent exception waives the separate advance intent only. It does not waive nonconsent, the response form, certificate deposit, or later objection requirements. Sections 13.1-733(B), 13.1-734, 13.1-735.1, and 13.1-739.

Common questions

Can a holder learn how many others returned the appraisal form? A written request triggers disclosure of the number of timely returning shareholders and their total shares within 10 days after the form deadline. Section 13.1-734(B)(2)(d).

Can the holder waive the initial financial-information delivery? Yes, by writing before or after the action. Section 13.1-732(F).

What if a required payment is simply unpaid? Section 13.1-741(D) provides a direct action for the amount owed and recovery of suit expenses to the extent successful. This is distinct from judicial valuation of an unsettled demand.

Statutes and sources

• Va. Code § 13.1-729 — official text (accessed September 5, 2026).

As used in this article: "Affiliate" means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control with another person or is a senior executive officer of such person. For purposes of subdivision B 4 of § 13.1-730, a person is deemed to be an affiliate of its senior executives. "Beneficial shareholder" means a person who is the beneficial owner of shares held in a voting trust or by a nominee on the beneficial owner's behalf. "Corporation" means the domestic corporation that is the issuer of the shares held by a shareholder demanding appraisal and, for matters covered by §§ 13.1-734 through 13.1-740, includes the survivor in a merger. "Fair value" means the value of the corporation's shares determined: 1. Immediately before the effectiveness of the corporate action to which the shareholder objects; 2. Using customary and current valuation concepts and techniques generally employed for similar businesses in the context of the transaction requiring appraisal; and 3. Without discounting for lack of marketability or minority status except, if appropriate, for amendments to the articles of incorporation pursuant to subdivision A 5 of § 13.1-730. "Interest" means interest from the date the corporate action becomes effective until the date of payment, at the average rate currently paid by the corporation on its principal bank loans or, if none, at a rate that is fair and equitable under all the circumstances. "Interested transaction" means a corporate action described in subsection A of § 13.1-730, other than a merger pursuant to § 13.1-719 or 13.1-719.1, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. As used in this definition: 1. "Beneficial owner" means any person who, directly or indirectly, through any contract, arrangement, or understanding, other than a revocable proxy, has or shares the power to vote, or to direct the voting of, shares; except that a member of a national securities exchange is not deemed to be a beneficial owner of securities held directly or indirectly by it on behalf of another person solely because the member is the record holder of the securities if the member is precluded by the rules of the exchange from voting without instruction on contested matters or matters that may affect substantially the rights or privileges of the holders of the securities to be voted. When two or more persons agree to act together for the purpose of voting their shares of the corporation, each member of the group formed thereby is deemed to have acquired beneficial ownership, as of the date of the agreement, of all voting shares of the corporation beneficially owned by any member of the group. 2. "Interested person" means a person, or an affiliate of a person, who at any time during the one-year period immediately preceding approval by the board of directors of the corporate action: a. Was the beneficial owner of 20 percent or more of the voting power of the corporation, excluding any shares acquired pursuant to an offer for all shares of the corporation having voting power if the offer was made within one year prior to the corporate action for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action; b. Excluding the voting power of any shares of the corporation acquired pursuant to an offer for all shares having voting power if the offer was made within the previous one year for consideration of the same kind and of a value equal to or less than that paid in connection with the corporate action, had the power, contractually or otherwise, to cause the appointment or election of 25 percent or more of the directors to the board of directors of the corporation; or c. Was a senior executive officer or director of the corporation or a senior executive officer of any affiliate of the corporation, and that senior executive officer or director will receive, as a result of the corporate action, a financial benefit not generally available to other shareholders as such, other than: (1) Employment, consulting, retirement, or similar benefits established separately and not as part of or in contemplation of the corporate action; (2) Employment, consulting, retirement, or similar benefits established in contemplation of, or as part of, the corporate action that are not more favorable than those existing before the corporate action or, if more favorable, that have been approved on behalf of the corporation in the same manner as is provided in § 13.1-691; or (3) In the case of a director of the corporation who will, in the corporate action, become a director of the acquiring entity in the corporate action or one of its affiliates, rights and benefits as a director that are provided on the same basis as those afforded by the acquiring entity generally to other directors of such entity or such affiliate. "Preferred shares" means a class or series of shares whose holders have preference over any other class or series of shares with respect to distributions. "Senior executive" means the chief executive officer, chief operating officer, chief financial officer and anyone in charge of a principal business unit or function. "Shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner.

• Va. Code § 13.1-730 — official text (accessed September 5, 2026).

A. A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any of the following corporate actions: 1. Consummation of a merger to which the corporation is a party (i) if shareholder approval is required for the merger by § 13.1-718, or would be required but for the provisions of subsection G of § 13.1-718, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that remain outstanding after consummation of the merger or (ii) if the corporation is a subsidiary and the merger is governed by § 13.1-719; 2. Consummation of a share exchange in which the corporation is the acquired entity, except that appraisal rights shall not be available to any shareholder of the corporation with respect to shares of any class or series that are not acquired in the share exchange; 3. Consummation of a disposition of assets pursuant to § 13.1-724 if the disposition of assets is an interested transaction; 4. An amendment of the articles of incorporation with respect to a class or series of shares that reduces the number of shares of a class or series owned by the shareholder to a fraction of a share if the corporation has the obligation or right to repurchase the fractional share so created; 5. Any other merger, share exchange, disposition of assets, or amendment of the articles of incorporation, in each case to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors; 6. Consummation of a domestication in which a domestic corporation becomes a foreign corporation if the shareholder does not receive shares in the foreign corporation resulting from the domestication that have terms as favorable to the shareholder in all material respects, and represent at least the same percentage interest in the total voting rights of the outstanding shares of the foreign corporation, as the shares held by the shareholder immediately before the domestication; or 7. Consummation of a conversion to an unincorporated entity pursuant to Article 12.2 (§ 13.1-722.8 et seq.). B. Notwithstanding subsection A, the availability of appraisal rights under subdivisions A 1 through A 4, A 6, and A 7 shall be limited in accordance with the following provisions: 1. Appraisal rights shall not be available for the holders of shares of any class or series of shares that is: a. A covered security under § 18(b)(1)(A) or (B) of the federal Securities Act of 1933; b. Traded in an organized market and has at least 2,000 shareholders and a market value of at least $20 million, exclusive of the value of such shares held by the corporation's subsidiaries, senior executives, and directors and by any beneficial shareholder or any voting trust beneficial owner owning more than 10 percent of such shares; or c. Issued by an open end management investment company registered with the U.S. Securities and Exchange Commission under the federal Investment Company Act of 1940 and that may be redeemed at the option of the holder at net asset value. 2. The applicability of subdivision 1 shall be determined as of: a. The record date fixed to determine the shareholders entitled to receive notice of the meeting of shareholders to act upon the corporate action requiring appraisal rights or in the case of an offer made pursuant to subsection G of § 13.1-718, the date of such offer; or b. The day before the effective date of such corporate action if there is no meeting of shareholders and no offer made pursuant to subsection G of § 13.1-718. 3. Subdivision 1 shall not be applicable and appraisal rights shall be available pursuant to subsection A for the holders of any class or series of shares who are required by the terms of the corporate action requiring appraisal rights to accept for such shares anything other than cash or shares of any class or any series of shares of any corporation, or any other proprietary interest of any other entity, that satisfies the standards set forth in subdivision 1 at the time the corporate action becomes effective. 4. Subdivision 1 shall not be applicable and appraisal rights shall be available pursuant to subsection A for the holders of any class or series of shares where the corporate action is an interested transaction. C. Notwithstanding any other provision of this section, the articles of incorporation as originally filed or any amendment to the articles of incorporation may limit or eliminate appraisal rights for any class or series of preferred shares, except that (i) no such limitation or elimination shall be effective if the class or series does not have the right to vote separately as a voting group, alone or as a part of a group, on the action, and (ii) any such limitation or elimination contained in an amendment of the articles of incorporation that limits or eliminates appraisal rights for any of such shares that are outstanding immediately prior to the effective date of such amendment or that the corporation is or may be required to issue or sell thereafter pursuant to any conversion, exchange or other right existing immediately before the effective date of such amendment shall not apply to any corporate action that becomes effective within one year after the effective date of such amendment if such action would otherwise afford appraisal rights.

• Va. Code § 13.1-731 — official text (accessed September 5, 2026).

A. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a beneficial shareholder or a voting trust beneficial owner only if the record shareholder objects with respect to all shares of the class or series owned by the beneficial shareholder or the voting trust beneficial owner and notifies the corporation in writing of the name and address of each beneficial shareholder or voting trust beneficial owner on whose behalf appraisal rights are being asserted. The rights of a record shareholder who asserts appraisal rights for only part of the shares held of record in the record shareholder's name under this subsection shall be determined as if the shares as to which the record shareholder objects and the record shareholder's other shares were registered in the names of different record shareholders. B. A beneficial shareholder or a voting trust beneficial owner may assert appraisal rights as to shares of any class or series held on behalf of the shareholder only if such shareholder: 1. Submits to the corporation the record shareholder's written consent to the assertion of such rights no later than the date referred to in subdivision B 2 b of § 13.1-734; and 2. Does so with respect to all shares of the class or series that are beneficially owned by the beneficial shareholder or the voting trust beneficial owner.

• Va. Code § 13.1-732 — official text (accessed September 5, 2026).

A. Where any corporate action specified in subsection A of § 13.1-730 is to be submitted to a vote at a shareholders' meeting and the corporation has concluded that shareholders are or may be entitled to assert appraisal rights under this article, the meeting notice, or when no approval of such action is required pursuant to subsection G of § 13.1-718, the offer made pursuant to subsection G of § 13.1-718 shall state the corporation's position as to the availability of appraisal rights. If the corporation concludes that appraisal rights are or may be available, a copy of this article shall accompany the meeting notice or offer sent to those record shareholders who are or may be entitled to exercise appraisal rights. B. In a merger pursuant to § 13.1-719, the parent entity shall notify in writing all record shareholders of the subsidiary who are entitled to assert appraisal rights that the corporate action became effective. Such notice shall be sent within 10 days after the corporate action became effective and include the materials described in § 13.1-734. C. Where any corporate action specified in subsection A of § 13.1-730 is to be approved by written consent of the shareholders pursuant to § 13.1-657 and the corporation has concluded that shareholders are or may be entitled to assert appraisal rights under this article: 1. Written notice stating the corporation's position as to the availability of appraisal rights shall be given to each record shareholder from whom a consent is solicited at the time consent of such shareholder is first solicited and shall be accompanied by a copy of this article; and 2. Written notice stating the corporation's position as to the availability of appraisal rights shall be delivered together with the notice to nonconsenting and nonvoting shareholders required by subsections H and I of § 13.1-657, may include the materials described in § 13.1-734, and shall be accompanied by a copy of this article. D. Where corporate action described in subsection A of § 13.1-730 is proposed, or a merger pursuant to § 13.1-719 is effected, the notice referred to in subsection A, B, or C shall be accompanied by: 1. The annual financial statements specified in subsection A of § 13.1-774 of the corporation that issued the shares that may be subject to appraisal, which shall be as of a date ending not more than 16 months before the date of the notice and shall comply with subsection B of § 13.1-774; provided that, if such annual financial statements are not reasonably available, the corporation shall provide reasonably equivalent financial information; and 2. The latest available quarterly financial statements of such corporation, if any. E. A public corporation, or a corporation that ceased to be a public corporation as a result of the corporate action specified in subsection A of § 13.1-730, may fulfill its responsibilities under subsection D by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission if the corporation was a public corporation as of the date of the specified financial statements. F. The right to receive the information described in subsection D may be waived in writing by a shareholder before or after the corporate action.

• Va. Code § 13.1-733 — official text (accessed September 5, 2026).

A. If a corporate action specified in subsection A of § 13.1-730 is submitted to a vote at a shareholders' meeting, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: 1. Must deliver to the corporation's secretary before the vote is taken written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and 2. Must not vote, or cause or permit to be voted, any shares of such class or series in favor of the proposed action. B. If a corporate action specified in subsection A of § 13.1-730 is to be approved by shareholders by written consent, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares: 1. Shall deliver to the corporation's secretary before the proposed action becomes effective written notice of the shareholder's intent to demand payment if the proposed action is effectuated, except that such written notice is not required if the notice required by subsection C of § 13.1-732 is given less than 25 days prior to the date such proposed action is effectuated; and 2. Shall not sign a consent in favor of the proposed action with respect to that class or series of shares. C. If a corporate action specified in subsection A of § 13.1-730 does not require shareholder approval pursuant to subsection G of § 13.1-718, a shareholder who wishes to assert appraisal rights with respect to any class or series of shares (i) shall deliver to the secretary of the corporation before the shares are purchased pursuant to the offer written notice of the shareholder's intent to demand payment if the proposed action is effectuated; and (ii) shall not tender, or cause or permit to be tendered, any shares of such class or series in response to such offer. D. A shareholder who fails to satisfy the requirements of subsection A, B, or C is not entitled to payment under this article.

• Va. Code § 13.1-734 — official text (accessed September 5, 2026).

A. If a corporate action requiring appraisal rights under § 13.1-730 becomes effective, the corporation shall deliver a written appraisal notice and the form required by subdivision B 1 to all shareholders who satisfy the requirements of § 13.1-733. In the case of a merger under § 13.1-719, the parent corporation shall deliver an appraisal notice and form to all record shareholders who may be entitled to assert appraisal rights. B. The appraisal notice shall be delivered no earlier than the date the corporate action specified in subsection A of § 13.1-730 became effective and no later than 10 days after such date and shall: 1. Supply a form that (i) specifies the first date of any announcement to shareholders made prior to the date the corporate action became effective of the principal terms of the proposed corporate action, (ii) if such announcement was made, requires the shareholder asserting appraisal rights to certify whether beneficial ownership of those shares for which appraisal rights are asserted was acquired before that date, and (iii) requires the shareholder asserting appraisal rights to certify that such shareholder did not vote for or consent to the transaction as to the class or series of shares for which appraisal is sought; 2. State: a. Where the form must be delivered and where certificates for certificated shares are required to be deposited and the date by which those certificates must be deposited, which date may not be earlier than the date by which the corporation must receive the required form under subdivision b; b. A date by which the corporation must receive the form, which date may not be fewer than 40 nor more than 60 days after the date the subsection A appraisal notice is delivered, and state that the shareholder shall have waived the right to demand appraisal with respect to the shares unless the form is received by the corporation by such specified date; c. The corporation's estimate of the fair value of the shares; d. That, if requested in writing, the corporation will provide, to the shareholder so requesting, within 10 days after the date specified in subdivision b, the number of shareholders who return the forms by the specified date and the total number of shares owned by them; and e. The date by which the notice to withdraw under § 13.1-735.1 must be received, which date must be within 20 days after the date specified in subdivision b; and 3. Be accompanied by a copy of this article.

• Va. Code § 13.1-735.1 — official text (accessed September 5, 2026).

A. A shareholder who receives notice pursuant to § 13.1-734 and who wishes to exercise appraisal rights must complete, sign, and return the form delivered by the corporation and, in the case of certificated shares, deposit the shareholder's certificates in accordance with the terms of the notice by the date referred to in the notice pursuant to subdivision B 2 b of § 13.1-734. In addition, if applicable, the shareholder shall certify on the form whether the beneficial owner of such shares acquired beneficial ownership of the shares before the date required to be set forth in the notice pursuant to subdivision B 1 of § 13.1-734. If a shareholder fails to make this certification, the corporation may elect to treat the shareholder's shares as after-acquired shares under § 13.1-738. Once a shareholder deposits that shareholder's certificates or, in the case of uncertificated shares, returns the signed form, that shareholder loses all rights as a shareholder, unless the shareholder withdraws pursuant to subsection B. B. A shareholder who has complied with subsection A may nevertheless decline to exercise appraisal rights and withdraw from the appraisal process by so notifying the secretary of the corporation in writing by the date set forth in the appraisal notice pursuant to subdivision B 2 e of § 13.1-734. A shareholder who fails to withdraw from the appraisal process may not thereafter withdraw without the corporation's written consent. C. A shareholder who does not sign and return the form and, in the case of certificated shares, deposit that shareholder's share certificates where required, each by the date set forth in the notice described in subsection B of § 13.1-734, shall not be entitled to payment under this article.

• Va. Code § 13.1-737 — official text (accessed September 5, 2026).

A. Except as provided in § 13.1-738, within 30 days after the form required by subsection B 2 b of § 13.1-734 is due, the corporation shall pay in cash to those shareholders who complied with subsection A of § 13.1-735.1 the amount the corporation estimates to be the fair value of their shares plus interest. B. The payment to each shareholder pursuant to subsection A shall be accompanied by: 1. The (i) annual financial statements specified in subsection A of § 13.1-774 of the corporation that issued the shares to be appraised, which shall be as of a date ending not more than 16 months before the date of payment and shall comply with subsection B of § 13.1-774; provided that, if such annual financial statements are not available, the corporation shall provide reasonably equivalent financial information, and (ii) the latest available quarterly financial statements of such corporation, if any; 2. A statement of the corporation's estimate of the fair value of the shares, which estimate shall equal or exceed the corporation's estimate given pursuant to subdivision B 2 c of § 13.1-734; and 3. A statement that shareholders described in subsection A have the right to demand further payment under § 13.1-739 and that if any such shareholder does not do so within the time period specified in subsection B of § 13.1-739, such shareholder shall be deemed to have accepted such payment under subsection A in full satisfaction of the corporation's obligations under this article. C. A public corporation, or a corporation that ceased to be a public corporation as a result of the corporate action specified in subsection A of § 13.1-730, may fulfill its responsibilities under subdivision B 1 by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission if the corporation was a public corporation as of the date of the specified financial statements.

• Va. Code § 13.1-738 — official text (accessed September 5, 2026).

A. A corporation may elect to withhold payment required by § 13.1-737 from any shareholder who was required to, but did not certify that beneficial ownership of all of the shareholder's shares for which appraisal rights are asserted was acquired before the date set forth in the appraisal notice sent pursuant to subdivision B 1 of § 13.1-734. B. If the corporation elected to withhold payment under subsection A, it shall, within 30 days after the form required by subdivision B 2 b of § 13.1-734 is due, notify all shareholders who are described in subsection A: 1. Of the information required by subdivision B 1 of § 13.1-737; 2. Of the corporation's estimate of fair value pursuant to subdivision B 2 of § 13.1-737 and its offer to pay such value plus interest; 3. That they may accept the corporation's estimate of fair value plus interest in full satisfaction of their demands or demand for appraisal under § 13.1-739; 4. That those shareholders who wish to accept such offer must so notify the corporation's secretary of their acceptance of the corporation's offer within 30 days after receiving the offer; and 5. That those shareholders who do not satisfy the requirements for demanding appraisal under § 13.1-739 shall be deemed to have accepted the corporation's offer. C. Within 10 days after receiving a shareholder's acceptance pursuant to subsection B, the corporation shall pay in cash the amount it offered under subdivision B 2, plus interest, to each shareholder who agreed to accept the corporation's offer in full satisfaction of the shareholder's demand. D. Within 40 days after delivering the notice described in subsection B, the corporation shall pay in cash the amount it offered to pay under subdivision B 2, plus interest, to each shareholder described in subdivision B 5.

• Va. Code § 13.1-739 — official text (accessed September 5, 2026).

A. A shareholder paid pursuant to § 13.1-737 who is dissatisfied with the amount of the payment must notify the corporation's secretary in writing of that shareholder's estimate of the fair value of the shares and demand payment of that estimate plus interest, less any payment under § 13.1-737. A shareholder offered payment under § 13.1-738 who is dissatisfied with that offer must reject the offer and demand payment of the shareholder's stated estimate of the fair value of the shares plus interest. B. A shareholder who fails to notify the corporation's secretary in writing of that shareholder's demand to be paid the shareholder's stated estimate of the fair value plus interest under subsection A within 30 days after receiving the corporation's payment or offer of payment under § 13.1-737 or 13.1-738, respectively, waives the right to demand payment under this section and shall be entitled only to the payment made or offered pursuant to those respective sections.

• Va. Code § 13.1-740 — official text (accessed September 5, 2026).

A. If a shareholder makes a demand for payment under § 13.1-739 that remains unsettled, the corporation shall commence a proceeding within 60 days after receiving the payment demand and petition the court to determine the fair value of the shares and accrued interest. If the corporation does not commence the proceeding within the 60-day period, it shall pay in cash to each shareholder the amount the shareholder demanded pursuant to § 13.1-737 plus interest. B. The corporation shall commence the proceeding in the circuit court of the city or county where the corporation's principal office, or, if none in the Commonwealth, where its registered office, is located. If the corporation is a foreign corporation without a registered office in the Commonwealth, it shall commence the proceeding in the circuit court of the city or county in the Commonwealth where the principal office, or, if none in the Commonwealth, where the registered office of the domestic corporation merged with the foreign corporation was located at the time the transaction became effective. C. The corporation shall make all shareholders, regardless of whether they are residents of the Commonwealth, whose demands remain unsettled parties to the proceeding as in an action against their shares, and all parties shall be served with a copy of the petition. Nonresidents may be served by registered or certified mail or by publication as provided by law. D. The corporation may join as a party to the proceeding any shareholder who claims to have demanded an appraisal but who has not, in the opinion of the corporation, complied with the provisions of this article. If the court determines that a shareholder has not complied with the provisions of this article, that shareholder shall be dismissed as a party. E. The jurisdiction of the court in which the proceeding is commenced under subsection B is plenary and exclusive. The court may appoint one or more persons as appraisers to receive evidence and recommend a decision on the question of fair value. The appraisers shall have the powers described in the order appointing them, or in any amendment to it. The shareholders demanding appraisal rights are entitled to the same discovery rights as parties in other civil proceedings. There shall be no right to a jury trial. F. Each shareholder made a party to the proceeding is entitled to judgment (i) for the amount, if any, by which the court finds the fair value of the shareholder's shares exceeds the amount paid by the corporation to the shareholder for such shares, plus interest or (ii) for the fair value plus interest of the shareholder's shares for which the corporation elected to withhold payment under § 13.1-738.

• Va. Code § 13.1-741 — official text (accessed September 5, 2026).

A. The court in an appraisal proceeding commenced under § 13.1-740 shall determine all court costs of the proceeding, including the reasonable compensation and expenses of appraisers appointed by the court. The court shall assess the costs against the corporation, except that the court may assess court costs against all or some of the shareholders demanding appraisal, in amounts that the court finds equitable, to the extent the court finds such shareholders acted arbitrarily, vexatiously, or not in good faith with respect to the rights provided by this article. B. The court in an appraisal proceeding may also assess the expenses of the respective parties, in amounts the court finds equitable: 1. Against the corporation and in favor of any or all shareholders demanding appraisal if the court finds the corporation did not substantially comply with the requirements of § 13.1-732, 13.1-734, 13.1-737 or 13.1-738; or 2. Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article. C. If the court in an appraisal proceeding finds that the expenses incurred by any shareholder were of substantial benefit to other shareholders similarly situated, and that such expenses should not be assessed against the corporation, the court may direct that such expenses be paid out of the amounts awarded the shareholders who were benefited. D. To the extent the corporation fails to make a required payment pursuant to § 13.1-737, 13.1-738 or 13.1-739, the shareholder may sue directly for the amount owed and, to the extent successful, shall be entitled to recover from the corporation all expenses of the suit.

• Va. Code § 13.1-741.1 — official text (accessed September 5, 2026).

A. Except for action taken before the Commission pursuant to § 13.1-614 or as provided in subsection B, the legality of a proposed or completed corporate action described in subsection A of § 13.1-730 may not be contested, nor may the corporate action be enjoined, set aside or rescinded, in a legal or equitable proceeding by a shareholder after the shareholders have approved the corporate action. B. Subsection A does not apply to a corporate action that: 1. Was not authorized and approved in accordance with the applicable provisions of: a. Article 11 (§ 13.1-705 et seq.), Article 12 (§ 13.1-715.1 et seq.), Article 12.1 (§ 13.1-722.1:1 et seq.), Article 12.2 (§ 13.1-722.8 et seq.), or Article 13 (§ 13.1-723 et seq.); b. The articles of incorporation or bylaws; or c. The resolution of the board of directors authorizing the corporate action; 2. Was procured as a result of fraud, a material misrepresentation, or an omission of a material fact necessary to make statements made, in light of the circumstances in which they were made, not misleading; 3. Is a transaction with a director, officer, or related person, unless it has been recommended by the board of directors in the same manner as is provided in subsection B of § 13.1-691 or has been approved by the shareholders in the same manner as is provided in subsection C of § 13.1-691; or 4. Is adopted or taken by less than unanimous consent of the voting shareholders pursuant to § 13.1-657 if: a. The challenge to the corporate action is brought by a shareholder who did not consent to the corporate action and as to whom notice of the approval of the corporate action was not effective at least 10 days before the corporate action was effected; and b. The proceeding challenging the corporate action is commenced within 10 days after notice of the adoption or taking of the corporate action is effective as to the shareholder bringing the proceeding. C. Any remedial action with respect to corporate action described in subsection A of § 13.1-730 shall not limit the scope of, or be inconsistent with, any provision of § 13.1-614.