Virginia Code 13.1-641: Fractional shares.
A. Unless the articles of incorporation provide otherwise, a corporation may, if authorized by its board of directors, issue fractions of a share or in lieu of doing so may:
Terms Used In Virginia Code 13.1-641
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Shareholder: means a record shareholder. See Virginia Code 13.1-603
- Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
1. Pay in cash the value of fractions of a share;
2. Issue scrip in registered or bearer form entitling the holder to receive a full share upon surrendering enough scrip to equal a full share; or
3. Arrange for disposition of fractional shares held by the shareholders.
B. Each certificate representing scrip shall be conspicuously labeled “Scrip” and shall contain the applicable information required by subsection B of § 13.1-647.
C. The holder of a fractional share is entitled to exercise the rights of a shareholder, including the rights to vote and to receive distributions, including distributions upon dissolution. The holder of scrip is not entitled to any rights of a shareholder unless the scrip provides for them.
D. The board of directors may authorize the issuance of scrip subject to any condition, including that:
1. The scrip will become void if not exchanged for full shares before a specified date; and
2. The shares for which the scrip is exchangeable may be sold by the corporation and the proceeds paid to the scrip holders.
E. When a corporation is to pay in cash the value of fractions of a share such value shall be determined by the board of directors. A good faith judgment of the board of directors as to the value of a fractional share is conclusive.
Code 1950, § 13.1-21; 1956, c. 428; 1958, c. 564; 1966, c. 466; 1975, c. 500; 1984, c. 613; 1985, c. 522; 2005, c. 765; 2019, c. 734.