Virginia § 13.1-723 Disposition of assets not requiring shareholder approval

Virginia Statutes

§ 13.1-723 — Disposition of assets not requiring shareholder approval

Virginia § 13.1-723

Title 13.1Corporations

Ch. 9Virginia Stock Corporation Act

Art. 13Disposition of Assets

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Bluebook

Va. Code Ann. § 13.1-723 (2026).

Text

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'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's assets, whether or not in the usual and regular course of business;

3.To transfer any or all of the corporation'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's shares.

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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'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's assets, whether or not in the usual and regular course of business;

3. To transfer any or all of the corporation'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's shares.

Legislative 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.