Virginia Code

Va. Code Ann. § 13.1-732 (2026)

Notice of appraisal rights

✓ current as of May 2026

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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.

1985, c. 522; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2015, c. 611; 2019, c. 734.

Notes of Decisions

Cited in 3 cases, 1999–2007 · leading case: Willard v. Moneta Bldg. Supply, Inc., 551 S.E.2d 596 (Va. 2001).

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Willard v. Moneta Bldg. Supply, Inc., 551 S.E.2d 596 (Va. 2001). · cites it 6× “A service of notice and demand by the dissenter must be given to the corporation in order to exercise dissenters’ rights. (§ 13.1-733 - Notice of intent to demand payment; § 13.”

Middleburg Training Ctr., Inc. v. Firestone, 477 F. Supp. 2d 719 (E.D. Va. 2007). · cites it 3× “Va.Code § 13.1-732. Then, when the proposed corporate action is submitted to a vote at a shareholder’s meeting, a dissenting shareholder wishing to assert appraisal rights (i) must deliver to the corporation, before the vote is taken, written notice of their intent to demand…”

Pratt Med. Ctr., Ltd. v. Meyer, 57 Va. Cir. 462 (1999). “Since this proposed sale included almost all of the assets of Pratt, the Notice also included, in accordance with § 13.1-732, Va. Code (1950, as amended), a statement that the shareholders had the right and were “entitled to assert dissenter’s rights” with respect to the UMPHY…”

— Va. Code Ann. § 13.1-732(A) — 1 case

Willard v. Moneta Bldg. Supply, Inc., 551 S.E.2d 596 (Va. 2001). “A service of notice and demand by the dissenter must be given to the corporation in order to exercise dissenters’ rights. (§ 13.1-733 - Notice of intent to demand payment; § 13.”

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