Virginia Code

Va. Code Ann. § 13.1-733 (2026)

Notice of intent to demand payment

✓ current as of May 2026

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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.

Code 1950, §§ 13-85, 13.1-75, 13.1-78; 1956, c. 428; 1968, c. 733; 1972, c. 425; 1975, c. 500; 1984, c. 613; 1985, c. 522; 2005, c. 765; 2007, c. 165; 2010, c. 782; 2015, c. 611; 2019, c. 734.

Notes of Decisions

Cited in 4 cases, 1999–2007 · leading case: Middleburg Training Ctr., Inc. v. Firestone, 477 F. Supp. 2d 719 (E.D. Va. 2007).

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Middleburg Training Ctr., Inc. v. Firestone, 477 F. Supp. 2d 719 (E.D. Va. 2007). · cites it 6× “Va.Code § 13.1-733. If the proposed action is approved, the corporation has ten days within which to deliver to the shareholder a written appraisal notice and form, containing the information required by Va.”

Willard v. Moneta Bldg. Supply, Inc., 551 S.E.2d 596 (Va. 2001). “(§ 13.1-733 - Notice of intent to demand payment; § 13.”

Seligman v. Cass, 72 Va. Cir. 171 (Roanoke County Cir. Ct. 2006). · cites it 6× “Seligman sent a July 11, 2006, letter, accompanied by a form demanding payment, certifying that he met the requirements of Va. Code § 13.1-733. Defendant, Adventis, Inc.”

Pratt Med. Ctr., Ltd. v. Meyer, 57 Va. Cir. 462 (1999). “Meyer attended the shareholders’ meeting and voted against the UMPHY proposal as was required in accordance with § 13.1-733, Va. Code (1950, as amended). On August 3,1998, Pratt advised Meyer in writing that it acknowledged the receipt of his notice of exercising his dissenter’s…”

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