13.1-645 - Share dividends. - Virginia Statutes

§ 13.1-645. Share dividends.

A. Unless the articles of incorporation provide otherwise, shares may beissued pro rata and without consideration to the corporation's shareholdersor to the shareholders of one or more classes or series. An issuance ofshares under this subsection is a share dividend.

B. Shares of one class or series may not be issued as a share dividend inrespect of shares of another class or series unless (i) the articles ofincorporation so authorize, (ii) a majority of the votes entitled to be castby the class or series to be issued approve the issue, or (iii) there are nooutstanding shares of the class or series to be issued. For purposes of thissubsection, if a security convertible into or carrying a right to subscribefor or acquire shares of the class or series to be issued is outstanding, theholders shall be deemed to be holders of the class or series.

C. If the board of directors does not fix the record date for determiningshareholders entitled to a share dividend, it is the date the board ofdirectors authorizes the share dividend.

(Code 1950, §§ 13-37, 13.1-19; 1956, c. 428; 1972, c. 580; 1975, c. 500;1985, c. 522.)