13.1-550 - Transfer of shares. - Virginia Statutes

§ 13.1-550. Transfer of shares.

A. No shareholder of a corporation organized under this chapter may sell ortransfer his shares in such corporation except to (i) the corporation, (ii)another individual or professional business entity who is eligible to be ashareholder of such corporation, (iii) a qualified charitable remainder trustas defined in subsection B, or (iv) the trustees of an eligible employeestock ownership plan. In the case of a corporation rendering the services ofarchitects, professional engineers, land surveyors and certified landscapearchitects, or any combination thereof, no person who is not duly licensed orotherwise legally authorized to render one such service shall be eligibleunless at least two-thirds of the remaining shares after the sale or transfershall be held by individuals or professional business entities duly licensedor otherwise legally authorized to perform one such service.

B. As used in this section, "qualified charitable remainder trust" means atrust meeting the requirements of § 664 of the United States Internal RevenueCode of 1986, as amended, and which meets all of the following conditions:

1. Has one or more current income beneficiaries, all of which are eligible tobe a shareholder in the corporation under § 13.1-544.

2. Has a trustee or independent special trustee who:

a. Is eligible to be a shareholder in the corporation under § 13.1-544; and

b. Has exclusive authority over the shares of the corporation while theshares are held in the trust.

3. Has one or more irrevocably designated charitable remaindermen, all ofwhich must at all times be domiciled or maintain a local chapter in theCommonwealth of Virginia.

4. When transferring any assets during the term of the trust to charitableorganizations, the distributions are made only to charitable organizationsdescribed in § 170 (c) of the Internal Revenue Code that are domiciled ormaintain a local chapter in this Commonwealth.

(1970, c. 77; 1980, c. 757; 1999, c. 100; 2006, cc. 672, 715; 2008, c. 265.)