COURT OF APPEALS OF VIRGINIA 

Present: Chief Judge Moon, Judge Coleman and Senior Judge Hodges 

Argued at Richmond, Virginia 

SA'AD EL-AMIN 

v. Record No. 0282-94-2 MEMORANDUM OPINION*

 BY JUDGE SAM W. COLEMAN III 

CAROLYN ADAMS MAY 16, 1995 

FROM THE CIRCUIT COURT OF THE CITY OF RICHMOND 

Robert L. Harris, Sr., Judge 

 (Sa'ad El-Amin; Beverly D. Crawford; El-Amin & 

 Crawford, P.C., on brief), for appellant. 

 David D. Hopper (Mezzullo & McCandlish, on brief), 

 for appellee. 

 Sa'ad El-Amin appeals a circuit court order entered in a 

debtor interrogatory proceeding, Code § 8.01-506, that directed 

him to deposit with the court his stock certificates in a 

professional law corporation. The debtor interrogatory 

proceeding was an ancillary procedure to enforce a judgment 

against El-Amin for spousal and child support arrearages. 

El-Amin contends the court erred, for a number of reasons, in 

ordering him to deposit his stock with the court. For the 

reasons that follow, we affirm the trial court. 

 I. 

 The Court of Appeals has subject matter jurisdiction over 

"[a]ny final judgment, order or decree of a circuit court 

involving . . . divorce [and] . . . spousal or child support." 

 

 * Pursuant to Code § 17-116.010 this opinion is not 

designated for publication. 
 -2- 

Code §§ 17-116.05(3)(b) and (d). Because the debtor 

interrogatory proceeding is an ancillary measure to enforce 

support provisions of a divorce decree, this Court has subject 

matter jurisdiction. See Code §§ 17-116.05(3)(b) and (d). 

 Furthermore, the Court of Appeals has jurisdiction over 

"[a]ny interlocutory decree or order entered in any [case 

involving divorce, spousal or child support] adjudicating the 

principles of a cause." Code § 17-116.05(4). To adjudicate the 

principles of a cause, an order must "respond to the chief object 

of the suit." Pinkard v. Pinkard, 12 Va. App. 848, 852, 407 

S.E.2d 339, 341-42 (1991) (quoting Beatty v. Beatty, 105 Va. 213, 

215, 53 S.E. 2, 3 (1906)). The trial court's order requiring ElAmin to deliver his stock certificate to the court, presumably to 

liquidate El-Amin's interest in the corporation to satisfy the 

judgment, is a determination that would necessarily affect his 

property rights and, therefore, "would of necessity affect the 

final order in the case." Pinkard, 12 Va. App. at 851, 407 

S.E.2d at 341. Accordingly, an appeal of the interlocutory order 

is authorized. 

 II. 

 El-Amin contends that the trial court lacked authority to 

require him to deliver his stock certificate and to require him 

to cause the stock certificates to be re-issued in his name 

individually, rather than in his and his wife's name as tenants 

by the entireties. Code § 8.01-507 states: 

 Conveyance or delivery of property disclosed 
 -3- 

by interrogatories. . . . [A]ny money, bank 

notes, securities, evidences of debt, or 

other personal estate, tangible or 

intangible, which it may appear by such 

[interrogatory] answers are in possession of 

or under the control of the debtor or his 

debtor or bailee, shall be delivered by him 

or them, as far as practicable, to such 

officer, or to some other, or in such manner 

as may be ordered by the commissioner or 

court. 

(emphasis added). This section expressly empowered the circuit 

court to require that El-Amin deliver his property, including 

stock certificates, to the court. 

 El-Amin cites Code §§ 13.1-549.3 and 13.1-550 as prohibiting 

him from transferring his stock in a professional legal 

corporation to the court. Former Code § 13.1-549.3 states: 

 Special provisions for law corporations as to 

qualifications of shareholders.—A 

professional corporation engaged in the 

practice of law may issue shares of its 

capital stock to individuals duly licensed to 

practice law in Virginia or another state. 

This section specifically deals with the issuance of capital 

stock by the corporation. The section says nothing about 

prohibiting a court from effectuating a transfer or liquidation 

of stock. 

 Code § 13.1-550 states: 

 Transfer of shares.—No shareholder of a 

corporation organized under this chapter may 

sell or transfer his shares in such 

corporation except to said corporation or 

another individual who is eligible to be a 

shareholder of such corporation. 

(emphasis added). 
 -4- 

 Code § 13.1-549.3 restricts the authority of a professional 

legal corporation to issue capital stock to anyone other than 

licensed attorneys. Code § 13.1-550 places a similar restriction 

upon shareholders. While the statutes may have a bearing upon 

the disposition that a court may make of the stock, the statutes 

do not preclude a court of proper jurisdiction from seizing or 

taking control of the stock and liquidating it as authorized by 

law. The statutes do not prohibit the liquidation or alienation 

of stock in a legal professional corporation; the statutes only 

provide that the stock may only be transferred to the corporation 

or to "another individual who is eligible to be a shareholder." 

 The trial court's order did not direct that legal title or 

ownership of the stock certificates be transferred to the court. 

 The court ordered that El-Amin "transfer" the stock "to this 

court." We construe the order to mean that El-Amin was required 

to deliver physical control and custody of the stock certificates 

to the court. While the record does not make clear what the 

court intended to do with the stock certificates, delivery of the 

certificates to the court was a necessary step to protect the 

status quo. The court's physical custody of the instruments of 

ownership was required for the court to take the steps necessary 

to liquidate the stock and transfer ownership or to pursue such 

other remedies as are available to a judgment creditor. 

 A circuit court has authority under debtor interrogatory 

proceedings, Code § 8.01-506, when accompanied by a writ of fieri 
 -5- 

facias, to identify and levy upon the personal property of a 

judgment debtor. While the market for stock in a professional 

legal corporation may be limited, the shares of stock are not 

sheltered from the debts of the shareholder. See Street v. 

Sugarman, 202 So.2d 749 (Fla. 1967); Gulf Mortgage and Realty 

Investments v. Alten, 422 A.2d 1090 (Pa. Super. Ct. 1980); 

McAllester v. Andrews, 14 B.R. 356 (Bankr. M.D. Tenn. 1981). The 

trial court had statutory authority to order El-Amin, a judgment 

debtor, to deliver stock certificates in his possession or 

control, including those in a professional legal corporation, so 

that El-Amin's interest could be liquidated according to law. 

 III. 

 El-Amin next contends that the trial court erred by finding 

that he and his wife did not own the stock in the professional 

corporation as tenants by the entirety. At the time the debtor 

interrogatory proceeding was filed, the corporation had not 

issued the stock certificates to its shareholders. At the 

October 11, 1993, debtor interrogatory, El-Amin testified that he 

owned fifty percent of the stock in the professional corporation 

and that his wife, Beverly Crawford, owned the other fifty 

percent. 

 The evidence proved that during various discussions 

concerning ownership and formation of the professional 

corporation, El-Amin made no mention that the stock was owned as 

tenants by the entirety. Similarly, when he was ordered to 
 -6- 

deliver or transfer the stock to Adams and then to the court, he 

did not mention that the stock was owned as tenants by the 

entirety. Thus, credible evidence supports the trial judge's 

finding that El-Amin and Beverly Crawford individually owned 

fifty percent of the stock in the professional corporation and 

had not intended to own the stock as tenants by the entirety with 

the right of survivorship as at common law. The evidence 

supported the trial judge's finding that El-Amin had fifty 

percent of the stock issued in this manner after the 

interrogatories in an effort to defeat his judgment creditor. 

Thus, we affirm the trial judge's order directing El-Amin to have 

the stock certificate reissued by the corporation in his name 

individually, and to deliver the certificate to the court. 

 IV. 

 El-Amin finally contends that the trial court erred by 

"ordering" him and El-Amin & Crawford, P.C., to make no 

expenditures of more than $3,000 or any expenditures out of the 

ordinary course of business. The court's order states: 

 4. ORDERED that El-Amin shall prevent 

El-Amin and Crawford, P.C. from making any 

expenditures outside the ordinary course of 

business until a final determination as to 

the disposition of the stock; and it is 

further 

 5. ORDERED that any payment of salary by 

El-Amin & Crawford, P.C. of more than $3,000 

per month to any employee shall be deemed by 

the Court a payment outside the ordinary 

course of business in violation of this 

order; . . . . 

 The trial court had personal jurisdiction over El-Amin. It 
 -7- 

had no jurisdiction over the professional legal corporation, 

El-Amin & Crawford, P.C., and did not attempt to exercise any 

control over the corporation. However, El-Amin is a principal 

and shareholder in El-Amin & Crawford, P.C. The court's order 

directed him to use the means available to him as a principal of 

El-Amin & Crawford, P.C. to prevent expenditure of the 

corporation's assets outside the ordinary course of business. As 

a principal and major shareholder in the corporation, El-Amin is 

entitled to share in the corporate profits and owns an interest 

in the corporate assets. The trial judge did not err in ordering 

that El-Amin, as a principal in the corporation, take reasonable 

measures to assure that the assets of the corporation would not 

be depleted while still enabling the corporation to carry on its 

regular course of business. 

 Paragraph No. 5 of the court's order states that payments in 

excess of $3,000 per employee per month for salary "shall be 

deemed" to be an expenditure outside the ordinary course of 

business. The order in this respect is directory and does not on 

its face restrict or require El-Amin & Crawford, P.C., over whom 

no jurisdiction exists, to perform any act. However, we find 

that the trial court did not abuse its discretion by entry of the 

order. Only upon El-Amin's failure to make a good faith effort 

to comply with the order may sanctions be imposed against him. 

 V. 

 Because the appeal is of right, rather than a petition for 
 -8- 

appeal, Code § 8.01-676.1(E), and because no increase in the 

amount of the appeal bond had been ordered at an earlier stage in 

the appeal process, we deny the request at this stage to require 

El-Amin to post an appeal bond for the amount of the judgment. 

 For the foregoing reasons, we affirm the trial court and 

remand this case for such further proceedings as are necessary. 

Affirmed and remanded.