Corporate Appraisal and Dissenters'-Rights Procedure in West Virginia
At a glance
| Governing law, corporation, shareholder, and transaction scope | West Virginia Business Corporation Act art. 31D-13; record or beneficial shareholder of ordinary domestic corporation; beneficial shareholder includes voting-trust or nominee-held beneficial owner (§ 31D-13-1301(2), (7), (9)) |
|---|---|
| Merger, exchange, asset-sale, amendment, conversion, and domestication triggers | Entitled voter in approval-required merger; 90%-parent subsidiary merger; entitled voter in acquired-company share exchange; qualifying asset disposition; cash-out fractional-share amendment; governing-record/board expansion. No default conversion or domestication trigger (§ 31D-13-1302(a)) |
| Market-out, public-company, consideration, and governing-record expansion | For default triggers (1)-(4), NYSE/AMEX/NASD-national-market shares or unlisted class with ≥2,000 holders and ≥$20m market value generally excluded at record date/day before effect; nonqualifying consideration or specified interested acquisition restores. Articles may limit preferred-share rights, subject to one-year transition; governing records/board may add rights (§ 31D-13-1302(a)(5), (b)-(c)) |
| Record/beneficial ownership, nominees, continuous holding, and share scope | Record holder may split only by beneficial owner, covering all class/series shares for that owner and disclosing name/address. Beneficial owner needs record-holder consent by form deadline and asserts all owned class/series shares. No express continuous-holding rule; first-announcement certification controls after-acquired treatment (§§ 31D-13-1303, -1322 to -1325) |
| Meeting, consent, short-form, and post-effective notice | Meeting notice says rights are, are not, or may be available and includes Article 13 if available/maybe. 90%-parent notice due within 10 days after effect with post-effective materials. Article 13 states no consent- or tender-specific appraisal notice route (§ 31D-13-1320) |
| Pre-vote intent, demand form and delivery, and voting consequences | Meeting holder delivers written intent before vote and does not vote or permit any affected class/series share in favor; failure ends payment right. Article 13 states no separate consent, offer, or tender preservation rule (§ 31D-13-1321) |
| Post-effective appraisal notice, form, share deposit, and deadline | Notice/form no later than 10 days after effect; form states first principal-term announcement, asks acquisition/no-favorable-vote certifications, and gives estimate/destinations/withdrawal date. Corporation sets form/certificate deadline 40-60 days after sending; missing either waives payment (§§ 31D-13-1322 to -1323) |
| Corporation payment/offer, supplemental demand, and withdrawal | Ordinary cash payment plus interest due within 30 days after form deadline with financials/estimate; after-acquired holder may receive offer. Further demand stating holder estimate due within 30 days after payment/offer. Withdrawal date is within 20 days after form deadline; later withdrawal needs corporation written consent (§§ 31D-13-1323 to -1326) |
| Court petitioner, venue, timing, discovery, costs, and interest | Corporation petitions within 60 days after unsettled further demand or pays demand. Statute names neither court level nor venue. All unsettled holders joined/served; plenary/exclusive jurisdiction, optional appraisers, civil discovery, no jury. Corporate-cost default with misconduct/noncompliance shifts, fee rules, and direct-payment suit (§§ 31D-13-1330 to -1331) |
| Fair-value, fiduciary, securities, tax, and litigation boundaries | Fair value immediately before effect, customary/current transaction-context techniques, no minority/marketability discount except specified amendments; judgment-rate interest from effect to payment. Completed action challenge limited to authorization defects or fraud/material misrepresentation. No valuation, fiduciary, securities, tax, or strategy determination here (§§ 31D-13-1301(4)-(5), -1302(d)) |
Requirements one by one
Transactions, market limits, and owners
West Virginia covers an entitled voter in an approval-required merger, the subsidiary holder in a 90%-parent merger, an entitled voter in the acquired corporation's share exchange, an entitled voter in a qualifying asset disposition, and a cash-out fractional-share amendment. Articles, bylaws, or a board resolution may add rights for another amendment, merger, exchange, or disposition. Continuing merger shares and unexchanged classes are excluded. W. Va. Code §§ 31D-13-1302(a), 31D-11-1105(a).
The market-out applies to the first four default triggers. It covers classes listed on the named exchanges or designated national-market system and unlisted classes with at least 2,000 holders and $20 million market value after specified exclusions. Nonqualifying consideration and the statute's specified interested acquisition restore rights. W. Va. Code § 31D-13-1302(b).
A record holder may split shares only by beneficial owner, covering all class-or-series shares for that owner and disclosing the owner's name and address. A beneficial owner needs the record holder's written consent by the form deadline and must assert all owned shares of the class or series. W. Va. Code § 31D-13-1303.
Notice, preservation, and the post-effective form
Meeting notice states that the corporation has concluded rights are, are not, or may be available and includes Article 13 if rights are or may be available. For a 90%-parent merger, the parent sends effectiveness notice and the post-effective materials within 10 days. Article 13 states no separate consent or tender notice route. W. Va. Code § 31D-13-1320.
A meeting holder delivers written intent before the vote and does not vote or permit affected shares to be voted in favor. Failure ends the payment right. Article 13 does not state a consent- or tender-specific preservation route. W. Va. Code § 31D-13-1321.
No later than 10 days after effectiveness, the corporation sends the appraisal notice and form. The form supplies the first principal-term announcement date, asks for acquisition and no-favorable-vote certifications, gives the estimate, and supplies return and certificate-deposit directions. The corporation sets a form deadline 40 to 60 days after sending and a withdrawal deadline within 20 days after that form deadline. W. Va. Code § 31D-13-1322.
The holder timely returns the executed form and deposits certificated shares. On deposit or, for uncertificated shares, form return, shareholder rights end. Missing the form or deposit ends the payment right. Timely written withdrawal is allowed by the stated deadline; later withdrawal requires the corporation's written consent. W. Va. Code § 31D-13-1323.
Payment, further demand, and court
Ordinary cash payment of the estimate plus interest is due within 30 days after the form deadline and carries financial statements, the estimate, and the further-demand warning. A holder who does not provide the requested preannouncement acquisition certification may receive the separate after-acquired offer. W. Va. Code §§ 31D-13-1324 to -1325.
A dissatisfied holder states a written estimate and demands that amount plus interest, less any payment, within 30 days after receiving payment or an offer. Otherwise the holder accepts the payment or offer as the statute specifies. W. Va. Code § 31D-13-1326.
The corporation starts the proceeding within 60 days after receiving an unsettled further demand or pays the demanded amount plus interest. Section 31D-13-1330 does not identify a court level or county venue. It joins and serves all unsettled holders; jurisdiction is plenary and exclusive, ordinary civil discovery applies, appraisers are optional, and there is no jury right. W. Va. Code § 31D-13-1330.
Costs ordinarily fall on the corporation, subject to equitable shifts for arbitrary, vexatious, or bad-faith conduct. Counsel and expert fees have separate noncompliance, misconduct, and common-benefit rules. A successful direct suit for an unpaid statutory amount includes costs, expenses, and counsel fees. W. Va. Code § 31D-13-1331.
What trips people up
The current trigger list contains no default conversion or domestication right. Those transactions should not be imported from newer versions of the Model Act. W. Va. Code § 31D-13-1302(a).
The court-filing statute supplies a deadline, parties, service, powers, discovery, and a jury bar, but it does not say which court or county receives the petition. W. Va. Code § 31D-13-1330.
The first shareholder announcement matters even without a continuous-holding rule. The form asks when beneficial ownership was acquired, and a missing certification permits after-acquired-share treatment. W. Va. Code §§ 31D-13-1322(b)(1), -1323(a), -1325.
Common questions
May a shareholder vote against and still demand appraisal?
The preservation rule forbids a favorable vote; it does not require an affirmative vote against. The separate written intent must still arrive before the vote. W. Va. Code § 31D-13-1321(a).
Does Article 13 state a written-consent preservation procedure?
No. Its preliminary notice and intent sections address a meeting and the 90%-parent post-effective route, but state no consent-specific appraisal step. W. Va. Code §§ 31D-13-1320 to -1321.
What happens if the corporation misses the petition deadline?
It must pay each unsettled shareholder the amount stated in the further demand plus interest. W. Va. Code § 31D-13-1330(a).
May a holder challenge the completed action instead?
The statute limits a holder with appraisal rights to challenges based on an authorization defect or fraud or material misrepresentation. W. Va. Code § 31D-13-1302(d).
Statutes and sources
- W. Va. Code §§ 31D-13-1301 through -1303 define the actors, value, interest, triggers, market limits, remedy boundary, and record/beneficial-owner rules. Accessed September 5, 2026.
- W. Va. Code §§ 31D-13-1320 through -1326 govern notice, preservation, the appraisal form, certificate deposit, withdrawal, payment, after-acquired shares, and further demand. Accessed September 5, 2026.
- W. Va. Code §§ 31D-13-1330 through -1331 govern the proceeding, parties, service, discovery, jury bar, costs, fees, and direct payment suit. Accessed September 5, 2026.
- W. Va. Code § 31D-11-1105 supplies the 90%-parent merger threshold and the subsidiary-holder notice. Accessed September 5, 2026.
Source links
Every statute quoted above, linked, with the date we checked it.
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