§ 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:
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.
History
The record of this law’s original creation isn’t available online. The oldest record of it is its appearance in the Code of Virginia of 1950, as § 13.1-21. It has been modified 8 times. Those modifications are cataloged by “The Acts of Assembly,” a state publication, by year and chapter. Those modifications that can be read on the General Assembly’s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1958, chapter 564; in 1966, chapter 466; in 1975, chapter 500; in 1984, chapter 613; in 1985, chapter 522; in 2005, chapter 765; in 2019, chapter 734.
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.