{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-672.6.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-672.6.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-672.6.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-672.6.html"}],"law_id":346808,"edition_id":2,"section_id":346808,"structure_id":49790,"section_number":"13.1-672.6","catch_line":"Shareholder action to appoint a custodian or receiver for a public corporation","history":"2007, c. 165; 2019, c. 734.","full_text":"A\n\nThe circuit court in any city or county where a public corporation’s principal office is or was last located, or, if none in the Commonwealth, where its registered office is or was last located may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a public corporation in a proceeding by a shareholder where it is established that:\n\n1\n\nThe directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or\n\n2\n\nThe directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.\n\nB\n\nThe court:\n\n1\n\nMay issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;\n\n2\n\nShall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and\n\n3\n\nHas jurisdiction over the corporation and all of its property, wherever located.\n\nC\n\nThe court may appoint an individual or domestic or foreign corporation, authorized to transact business in the Commonwealth, as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.\n\nD\n\nThe court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:\n\n1\n\nA custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and\n\n2\n\nA receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, and (ii) may sue and defend in the receiver’s own name as receiver in all courts of the Commonwealth.\n\nE\n\nThe court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.\n\nF\n\nThe court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.\n\n","order_by":null,"text":{"0":{"id":1293498,"text":"The circuit court in any city or county where a public corporation’s principal office is or was last located, or, if none in the Commonwealth, where its registered office is or was last located may appoint one or more persons to be custodians, or, if the corporation is insolvent, to be receivers, of and for a public corporation in a proceeding by a shareholder where it is established that:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":1293499,"text":"The directors are deadlocked in the management of the corporate affairs, the shareholders are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":1293500,"text":"The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":1293501,"text":"The court:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B1"},"4":{"id":1293502,"text":"May issue injunctions, appoint a temporary custodian or temporary receiver with all the powers and duties the court directs, take other action to preserve the corporate assets wherever located, and carry on the business of the corporation until a full hearing is held;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"5":{"id":1293503,"text":"Shall hold a hearing, after notifying all parties to the proceeding and any interested persons designated by the court, before appointing a custodian or receiver; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"6":{"id":1293504,"text":"Has jurisdiction over the corporation and all of its property, wherever located.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"7":{"id":1293505,"text":"The court may appoint an individual or domestic or foreign corporation, authorized to transact business in the Commonwealth, as a custodian or receiver and may require the custodian or receiver to post bond, with or without sureties, in an amount the court directs.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"D"},"8":{"id":1293506,"text":"The court shall describe the powers and duties of the custodian or receiver in its appointing order, which may be amended from time to time. Among other powers:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"9":{"id":1293507,"text":"A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"10":{"id":1293508,"text":"A receiver (i) may dispose of all or any part of the assets of the corporation wherever located, at a public or private sale, if authorized by the court, and (ii) may sue and defend in the receiver’s own name as receiver in all courts of the Commonwealth.","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"E"},"11":{"id":1293509,"text":"The court during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests of the corporation.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D2","next_prefix":"F"},"12":{"id":1293510,"text":"The court from time to time during the custodianship or receivership may order compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets of the corporation or proceeds from the sale of its assets.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"ancestry":[{"id":49790,"edition_id":2,"name":"Derivative Proceedings and Other Shareholder Actions","identifier":"8.1","label":"article","depth":3,"order_by":10,"parent_id":49780,"metadata":{"child_laws":7,"child_structures":0},"date_created":"2026-08-02 02:15:19","date_modified":"2026-08-02 12:29:11","permalink":{"id":1378141,"object_type":"structure","relational_id":49790,"identifier":"8.1","token":"13.1\/9\/8.1","url":"\/13.1\/9\/8.1\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49780,"edition_id":2,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":12,"parent_id":49726,"metadata":{"child_laws":265,"child_structures":27},"date_created":"2026-08-02 02:14:54","date_modified":"2026-08-02 12:29:09","permalink":{"id":1377165,"object_type":"structure","relational_id":49780,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346803,"structure_id":49790,"section_number":"13.1-672.1","catch_line":"Standing; condition precedent; stay of proceedings","url":"\/13.1-672.1\/","token":"13.1\/9\/8.1\/13.1-672.1","metadata":{"court_decisions":{"0":{"name":"Monroe v. Monroe","case_number":"211071","citation":null,"date":"2023-07-20","url":"https:\/\/www.courtlistener.com\/opinion\/9414565\/monroe-v-monroe\/","abstract":" .\u202f.\u202f. PRESENT: All the Justices .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"1":{"name":"CATTANO v. Bragg","case_number":"110692","citation":"727 S.E.2d 625","date":"2012-04-20","url":"https:\/\/www.courtlistener.com\/opinion\/1057899\/cattano-v-bragg\/","abstract":" .\u202f.\u202f. 727 S.E.2d 625 (2012) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"2":{"name":"Sykes v. Meyler","case_number":"Civil Action 2:05cv289","citation":"453 F. Supp. 2d 936","date":"2006-09-29","url":"https:\/\/www.courtlistener.com\/opinion\/2475464\/sykes-v-meyler\/","abstract":" .\u202f.\u202f. 453 F.Supp.2d 936 (2006) .\u202f.\u202f. ","court_html":"District Court, E.D. Virginia"},"3":{"name":" .\u202f.\u202f. McCall v. Telerent Leasing Corp. (In Re BICC Ltd. .\u202f.\u202f. ","case_number":"19-10050","citation":"392 B.R. 209","date":"2008-03-21","url":"https:\/\/www.courtlistener.com\/opinion\/1897896\/mccall-v-telerent-leasing-corp-in-re-bicc-ltd-partnership\/","abstract":" .\u202f.\u202f. 392 B.R. 209 (2008) .\u202f.\u202f. ","court_html":"United States Bankruptcy Court, E.D. Virginia"},"4":{"name":"Jennings v. KAY JENNINGS FAMILY LTD.","case_number":"Record 070498.","citation":"659 S.E.2d 283","date":"2008-04-18","url":"https:\/\/www.courtlistener.com\/opinion\/1058513\/jennings-v-kay-jennings-family-ltd\/","abstract":" .\u202f.\u202f. 659 S.E.2d 283 (2008) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"5":{"name":"Willard v. Moneta Building Supply, Inc.","case_number":"Record 002354","citation":"551 S.E.2d 596","date":"2001-09-14","url":"https:\/\/www.courtlistener.com\/opinion\/1059429\/willard-v-moneta-building-supply-inc\/","abstract":" .\u202f.\u202f. 551 S.E.2d 596 (2001) .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"6":{"name":"Owens v. Owens","case_number":"3140023","citation":"589 S.E.2d 488","date":"2003-12-16","url":"https:\/\/www.courtlistener.com\/opinion\/1064049\/owens-v-owens\/","abstract":" .\u202f.\u202f. 589 S.E.2d 488 (2003) .\u202f.\u202f. ","court_html":"COA<\/abbr>"},"7":{"name":"Willard v. Moneta Building Supply, Inc.","case_number":"Record 981836","citation":"515 S.E.2d 277","date":"1999-06-11","url":"https:\/\/www.courtlistener.com\/opinion\/1059739\/willard-v-moneta-building-supply-inc\/","abstract":" .\u202f.\u202f. JUSTICE KINSER .\u202f.\u202f. ","court_html":"SCV<\/abbr>"},"8":{"name":"DCG & T ex rel. Battaglia\/Ira v. Knight","case_number":"Civil Case No. 3:14-cv-067-JAG","citation":"68 F. Supp. 3d 579","date":"2014-12-18","url":"https:\/\/www.courtlistener.com\/opinion\/7310632\/dcg-t-ex-rel-battagliaira-v-knight\/","abstract":" .\u202f.\u202f. MEMORANDUM OPINION .\u202f.\u202f. ","court_html":"District Court, E.D. Virginia"},"9":{"name":"Firestone v. Wiley","case_number":"1:06cv1168","citation":"485 F. Supp. 2d 694","date":"2007-05-08","url":"https:\/\/www.courtlistener.com\/opinion\/2415913\/firestone-v-wiley\/","abstract":" .\u202f.\u202f. 485 F.Supp.2d 694 (2007) .\u202f.\u202f. ","court_html":"District Court, E.D. Virginia"}}}},{"id":346804,"structure_id":49790,"section_number":"13.1-672.2","catch_line":"Discontinuance or settlement","url":"\/13.1-672.2\/","token":"13.1\/9\/8.1\/13.1-672.2","metadata":{"court_decisions":""}},{"id":346805,"structure_id":49790,"section_number":"13.1-672.3","catch_line":"Foreign corporations","url":"\/13.1-672.3\/","token":"13.1\/9\/8.1\/13.1-672.3","metadata":{"court_decisions":{"0":{"name":"David Kirdassi v. Mitchell Scott White, DC","case_number":"0164244","citation":null,"date":"2025-03-25","url":"https:\/\/www.courtlistener.com\/opinion\/10363455\/david-kirdassi-v-mitchell-scott-white-dc\/","abstract":" .\u202f.\u202f. COURT OF APPEALS OF VIRGINIA .\u202f.\u202f. ","court_html":"COA<\/abbr>"}}}},{"id":346806,"structure_id":49790,"section_number":"13.1-672.4","catch_line":"Dismissal","url":"\/13.1-672.4\/","token":"13.1\/9\/8.1\/13.1-672.4","metadata":{"court_decisions":""}},{"id":346807,"structure_id":49790,"section_number":"13.1-672.5","catch_line":"Payment of and security for expenses","url":"\/13.1-672.5\/","token":"13.1\/9\/8.1\/13.1-672.5","metadata":false},{"id":346808,"structure_id":49790,"section_number":"13.1-672.6","catch_line":"Shareholder action to appoint a custodian or receiver for a public corporation","url":"\/13.1-672.6\/","token":"13.1\/9\/8.1\/13.1-672.6","metadata":false},{"id":346809,"structure_id":49790,"section_number":"13.1-672.7","catch_line":"Shareholder defined","url":"\/13.1-672.7\/","token":"13.1\/9\/8.1\/13.1-672.7","metadata":{"court_decisions":""}}],"previous_section":{"id":346807,"structure_id":49790,"section_number":"13.1-672.5","catch_line":"Payment of and security for expenses","url":"\/13.1-672.5\/","token":"13.1\/9\/8.1\/13.1-672.5","metadata":false},"next_section":{"id":346809,"structure_id":49790,"section_number":"13.1-672.7","catch_line":"Shareholder defined","url":"\/13.1-672.7\/","token":"13.1\/9\/8.1\/13.1-672.7","metadata":{"court_decisions":""}},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-672.6\/","history_text":"

This law was first created in 2007. The record of its establishment is cataloged in chapter 165<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1378163,"object_type":"law","relational_id":346808,"identifier":"13.1-672.6","token":"13.1\/9\/8.1\/13.1-672.6","url":"\/13.1-672.6\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-672.6\/","token":"13.1\/9\/8.1\/13.1-672.6","dublin_core":{"Title":"Shareholder action to appoint a custodian or receiver for a public corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-672.6","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The circuit<\/span> court<\/span> in any city or county where a public corporation<\/span>’s principal office<\/span> is or was last located, or, if none in the Commonwealth, where its registered office is or was last located may appoint one or more persons<\/span> to be custodians, or, if the corporation is insolvent, to be receivers, of and for a public corporation<\/span> in a proceeding<\/span> by a shareholder<\/span> where it is established that: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The directors are deadlocked in the management of the corporate affairs, the shareholders<\/span> are unable to break the deadlock, and irreparable injury to the corporation is threatened or being suffered; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The directors or those in control of the corporation are acting fraudulently and irreparable injury to the corporation is threatened or being suffered. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The court<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> May issue<\/span> injunctions<\/span>, appoint a temporary custodian or temporary receiver with all the powers and duties the court<\/span> directs, take other action to preserve the corporate assets<\/span> wherever located, and carry on the business of the corporation until a full hearing<\/span> is held; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Shall hold a hearing<\/span>, after notifying all parties to the proceeding<\/span> and any interested persons<\/span> designated by the court<\/span>, before appointing a custodian or receiver; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Has jurisdiction<\/span> over the corporation and all of its property, wherever located. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The court<\/span> may appoint an individual<\/span> or domestic<\/span> or foreign corporation<\/span>, authorized to transact business in the Commonwealth, as a custodian or receiver and may require the custodian or receiver to post bond<\/span>, with or without sureties, in an amount the court<\/span> directs. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The court<\/span> shall describe the powers and duties of the custodian or receiver in its appointing order<\/span>, which may be amended from time to time. Among other powers: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A custodian may exercise all of the powers of the corporation, through or in place of its board of directors, to the extent necessary to manage the business and affairs of the corporation; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A receiver (i) may dispose of all or any part of the assets<\/span> of the corporation wherever located, at a public or private sale, if authorized by the court<\/span>, and (ii) may sue and defend in the receiver’s own name as receiver in all courts<\/span> of the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The court<\/span> during a custodianship may redesignate the custodian a receiver, and during a receivership may redesignate the receiver a custodian, if doing so is in the best interests<\/span> of the corporation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The court<\/span> from time to time during the custodianship or receivership may order<\/span> compensation paid and expense disbursements or reimbursements made to the custodian or receiver from the assets<\/span> of the corporation or proceeds from the sale of its assets<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nSHAREHOLDER ACTION TO APPOINT A CUSTODIAN OR RECEIVER FOR A PUBLIC CORPORATION\n(\u00a7 13.1-672.6)\n\nA. The circuit court in any city or county where a public corporation’s\nprincipal office is or was last located, or, if none in the Commonwealth, where\nits registered office is or was last located may appoint one or more persons to\nbe custodians, or, if the corporation is insolvent, to be receivers, of and for\na public corporation in a proceeding by a shareholder where it is established\nthat:\n\n 1. The directors are deadlocked in the management of the corporate affairs,\n the shareholders are unable to break the deadlock, and irreparable injury to\n the corporation is threatened or being suffered; or\n\n 2. The directors or those in control of the corporation are acting\n fraudulently and irreparable injury to the corporation is threatened or being\n suffered.\n\nB. The court:\n\n 1. May issue injunctions, appoint a temporary custodian or temporary receiver\n with all the powers and duties the court directs, take other action to\n preserve the corporate assets wherever located, and carry on the business of\n the corporation until a full hearing is held;\n\n 2. Shall hold a hearing, after notifying all parties to the proceeding and any\n interested persons designated by the court, before appointing a custodian or\n receiver; and\n\n 3. Has jurisdiction over the corporation and all of its property, wherever\n located.\n\nC. The court may appoint an individual or domestic or foreign corporation,\nauthorized to transact business in the Commonwealth, as a custodian or receiver\nand may require the custodian or receiver to post bond, with or without\nsureties, in an amount the court directs.\n\nD. The court shall describe the powers and duties of the custodian or receiver\nin its appointing order, which may be amended from time to time. Among other\npowers:\n\n 1. A custodian may exercise all of the powers of the corporation, through or\n in place of its board of directors, to the extent necessary to manage the\n business and affairs of the corporation; and\n\n 2. A receiver (i) may dispose of all or any part of the assets of the\n corporation wherever located, at a public or private sale, if authorized by\n the court, and (ii) may sue and defend in the receiver’s own name as\n receiver in all courts of the Commonwealth.\n\nE. The court during a custodianship may redesignate the custodian a receiver,\nand during a receivership may redesignate the receiver a custodian, if doing so\nis in the best interests of the corporation.\n\nF. The court from time to time during the custodianship or receivership may\norder compensation paid and expense disbursements or reimbursements made to the\ncustodian or receiver from the assets of the corporation or proceeds from the\nsale of its assets.\n\nHISTORY: 2007, c. 165; 2019, c. 734.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}