{"data":{"id":"us-va/va.-code-13.1-641","jurisdiction":"us-va","citation":"Va. Code § 13.1-641","heading":"Fractional shares","body":"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: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; or3. 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; and2. 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.","path":["Title 13.1. Corporations","Chapter 9. Virginia Stock Corporation Act","Article 7. Shares and Distributions"],"source_url":"https://law.lis.virginia.gov/vacode/13.1-641/","current_through":"9/4/2026","vintage":"","retrieved_at":"2026-09-04T15:14:14Z","sha256":"77f9122d27f4d8549d10d70a653f51b5b21ded98377834d348c33da24d43bdb6","source_id":"us-va","stale":true,"prev":"us-va/va.-code-13.1-640","next":"us-va/va.-code-13.1-642"},"notice":"GroundRules: Original legal text. Not legal advice."}