Virginia Code

Va. Code Ann. § 13.1-658 (2026)

Notice of meeting

✓ current as of May 2026

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A. Except as otherwise provided in subsection F, a corporation shall notify shareholders of the date, time, and place, if any, of each annual and special shareholders' meeting no fewer than 10 nor more than 60 days before the meeting date except that notice of a shareholders' meeting to act on an amendment of the articles of incorporation, a plan of merger, share exchange, domestication, or conversion, a proposed sale of assets pursuant to § 13.1-724, or the dissolution of the corporation shall be given not fewer than 25 nor more than 60 days before the meeting date. If the board of directors has authorized participation by means of remote communication pursuant to § 13.1-660.2 for holders of any class or series of shares, the notice to the holders of such class or series of shares shall describe the means of remote communication to be used. The notice shall include the record date for determining the shareholders entitled to vote at the meeting, if such date is different from the record date for determining shareholders entitled to notice of the meeting. Unless this chapter or the articles of incorporation require otherwise, the corporation is required to give notice only to shareholders entitled to vote at the meeting as of the record date for determining the shareholders entitled to notice of the meeting.

B. Unless the articles of incorporation or this chapter requires otherwise, notice of an annual meeting of shareholders need not state the purpose or purposes for which the meeting is called.

C. Notice of a special meeting of shareholders shall state the purpose or purposes for which the meeting is called.

D. If not otherwise fixed under § 13.1-656 or 13.1-660, the record date for determining shareholders entitled to notice of and to vote at an annual or special shareholders' meeting is the day before the first notice is delivered to shareholders.

E. Unless the bylaws require otherwise, if an annual or special shareholders' meeting is adjourned to a different date, time, or place, notice need not be given of the new date, time, or place if the new date, time, or place, if any, is announced at the meeting before adjournment. If a new record date for the adjourned meeting is or shall be fixed under § 13.1-660, however, notice of the adjourned meeting shall be given not fewer than 10 days before the meeting date to shareholders entitled to vote at such adjourned meeting as of the record date fixed for notice of such adjourned meeting.

Code 1950, § 13.1-26; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984, c. 301; 1985, c. 522; 1999, c. 102; 2001, c. 545; 2002, cc. 1, 285; 2005, c. 765; 2010, c. 782; 2015, c. 611; 2017, c. 646; 2019, c. 734; 2021, Sp. Sess. I, c. 487.

Notes of Decisions

Cited in 3 cases, 1989–2011 · leading case: Brizzolara v. Sherwood Mem'l Park, Inc., 645 S.E.2d 508 (Va. 2007).

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Brizzolara v. Sherwood Mem'l Park, Inc., 645 S.E.2d 508 (Va. 2007). · cites it 4× “During oral argument of this appeal, counsel for the Brizzolara group properly conceded that, under the provisions of Code § 13.1-658(D) as applied to a stock corporation, an owner of stock on the record date of a notice of a corporate meeting would be entitled to vote his or…”

Dawyot v. Catawba Capital Mgmt., Inc., 82 Va. Cir. 521 (Roanoke County Cir. Ct. 2011). · cites it 7× “Secondly, Catawba claims that § 7 of the Redemption Agreement violates Virginia Code §§ 13.1-658 and 13.1-662. The former code section provides that “[a] corporation shall notify shareholders of the date, time, *527 and place of each annual and special shareholders meeting.”

Evitt v. Lake Holiday Country Club, 16 Va. Cir. 255 (Frederick Cir. Ct. 1989). “1-845, list of members entitled to vote; § 13.1-658, notice of meeting; and § 13.1-842 on the same subject.”

— Va. Code Ann. § 13.1-658(A) — 1 case

Dawyot v. Catawba Capital Mgmt., Inc., 82 Va. Cir. 521 (Roanoke County Cir. Ct. 2011). “Secondly, Catawba claims that § 7 of the Redemption Agreement violates Virginia Code §§ 13.1-658 and 13.1-662. The former code section provides that “[a] corporation shall notify shareholders of the date, time, *527 and place of each annual and special shareholders meeting.”

— Va. Code Ann. § 13.1-658(D) — 1 case

Brizzolara v. Sherwood Mem'l Park, Inc., 645 S.E.2d 508 (Va. 2007). “During oral argument of this appeal, counsel for the Brizzolara group properly conceded that, under the provisions of Code § 13.1-658(D) as applied to a stock corporation, an owner of stock on the record date of a notice of a corporate meeting would be entitled to vote his or…”

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