CODE OF VIRGINIA

INSTITUTION OF PROCEEDING TO DETERMINE SHAREHOLDERS (§ 13.1-777)

A. Whenever the records of a corporation are such that its board of directors
determines that there are entities that appear to be lost shareholders who may
or may not be entitled to the shares of stock shown by its records or that there
may be asserted shareholders, the board of directors may, by a suit in equity
brought in the circuit court of the city or county in which its registered
office is located, begin a proceeding for a determination of the identity of its
proper shareholders.

B. Each lost shareholder shall be named a party defendant. Asserted shareholders
shall be joined as defendants as persons unknown. Service shall be effected by
order of publication pursuant to § 8.01-316. The Commonwealth shall be named a
party defendant and service shall be effected on the Attorney General.

C. The court shall hear all evidence that shall be available as to the identity
of lost shareholders and asserted shareholders and whether or not they are
entitled to own shares of stock of the corporation.

D. The court, on the basis of such evidence, shall determine, to the best of its
ability, the identity of the lost shareholders and asserted shareholders of the
corporation. Such determination shall be final, subject to appeal to the Supreme
Court of Virginia.

E. The court, in its final decree, shall declare that the shares owned by lost
shareholders or asserted shareholders and any dividends declared thereon and
unpaid shall be the property of the Commonwealth in accordance with §
55-210.6:1 of the Code of Virginia.

HISTORY: Code 1950, §§ 13.1-157 to 13.1-161; 1979, c. 90; 1985, c. 522.