Code of Virginia
Chapter 9 - Virginia Stock Corporation Act
§ 13.1-603. Definitions

As used in this chapter:
"Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of consolidation, serial designation, reduction, correction, and merger. It excludes articles of share exchange filed by an acquiring corporation. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation, including any articles of serial designation, without the accompanying articles of restatement, amendment, domestication, or merger. When used with respect to a foreign corporation, the "articles of incorporation" of such entity means the document that is equivalent to the articles of incorporation of a domestic corporation.
"Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
"Beneficial shareholder" means a person that owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary as nominee.
"Certificate," when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.
"Commission" means the State Corporation Commission of Virginia.
"Conspicuous" means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text that is italicized, is in boldface, contrasting colors, or capitals, or is underlined, is conspicuous.
"Corporation" or "domestic corporation" means a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth, or that has become a domestic corporation of the Commonwealth pursuant to Article 12.1 (§ 13.1-722.1:1 et seq.) or Article 12.2 (§ 13.1-722.8 et seq.) of this chapter or Article 15 (§ 13.1-1081 et seq.) of Chapter 12.
"Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § 13.1-610, electronic transmission.
"Derivative proceeding" means a civil suit in the right of a domestic corporation or, to the extent provided in Article 8.1 (§ 13.1-672.1 et seq.), a foreign corporation.
"Disinterested director" means, except with respect to Article 14 (§ 13.1-725 et seq.), a director who, at the time action is to be taken under subdivision B 5 of § 13.1-619, § 13.1-672.4, 13.1-691, 13.1-699, or 13.1-701, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to impair the objectivity of the director's judgment when participating in the action, and if the action is to be taken under § 13.1-699 or 13.1-701, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (i) nomination or election of the director to the board by any director who is not a disinterested director with respect to the matter or by any person that has a material relationship with that director, acting alone or participating with others; (ii) service as a director of another corporation of which a director who is not a disinterested director with respect to the matter, or any person that has a material relationship with that director, is or was also a director; or (iii) at the time action is to be taken under § 13.1-672.4, status as a named defendant, as a director against whom action is demanded, or as a director who approved the act being challenged.
"Distribution" means a direct or indirect transfer of cash or other property, except the corporation's own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness of the corporation; a distribution in liquidation; or otherwise. Distribution does not include an acquisition by a corporation of its shares from the estate or personal representative of a deceased shareholder, or any other shareholder, but only to the extent the acquisition is effected using the proceeds of insurance on the life of such deceased shareholder and the board of directors approved the policy and the terms of the redemption prior to the shareholder's death.
"Document" means (i) any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments and copies of such instruments, or (ii) an electronic record.
"Domestic" with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.
"Domestic business trust" has the same meaning as specified in § 13.1-1201.
"Domestic limited liability company" has the same meaning as specified in § 13.1-1002.
"Domestic limited partnership" has the same meaning as specified in § 50-73.1.
"Domestic nonstock corporation" has the same meaning as "domestic corporation" as specified in § 13.1-803.
"Domestic partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under § 50-73.88, or predecessor law of the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.
"Effective date," when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission, means the time and date determined in accordance with § 13.1-606.
"Effective date of notice" is defined in subdivision A 9 of § 13.1-610.
"Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
"Electronic record" means information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subdivision A 10 of § 13.1-610.
"Electronic transmission" or "electronically transmitted" means any form or process of communication, not directly involving the physical transfer of paper or another tangible medium, that (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subdivision A 10 of § 13.1-610.
"Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation.
"Eligible interests" means interests or memberships.
"Employee" includes, unless otherwise provided in the bylaws, an officer but not a director. A director may accept duties that make the director also an employee.
"Entity" includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government.
"Expenses" means reasonable expenses of any kind that are incurred in connection with a matter.
"Filing entity" means an unincorporated entity other than a general partnership.
"Foreign," with respect to an entity, means an entity governed as to its internal affairs by the organic law of a jurisdiction other than the Commonwealth.
"Foreign business trust" has the same meaning as specified in § 13.1-1201.
"Foreign corporation" means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.
"Foreign limited liability company" has the same meaning as specified in § 13.1-1002.
"Foreign limited partnership" has the same meaning as specified in § 50-73.1.
"Foreign nonstock corporation" means a corporation that is incorporated under a law other than the law of the Commonwealth and would, based on its public organic record, be a nonstock corporation if incorporated under the law of the Commonwealth.
"Foreign partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.
"Foreign registered limited liability partnership" has the same meaning as specified in § 50-73.79.
"Foreign unincorporated entity" means a foreign partnership, foreign limited liability company, foreign limited partnership, or foreign business trust.
"Government subdivision" includes authority, county, district, and municipality.
"Governor" means any person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law governing the entity and its organic rules.
"Includes" and "including" denote a partial definition as a nonexclusive list.
"Individual" means a natural person.
"Interest" means either or both of the following rights under the organic law governing an unincorporated entity:
1. The right to receive distributions from the entity either in the ordinary course or upon liquidation; or
2. The right to receive notice or to vote on issues involving its internal affairs, other than as an agent, assignee, proxy or person responsible for managing its business and affairs.
"Interest holder" means a person who holds of record an interest.
"Interest holder liability" means:
1. Personal liability for a debt, obligation, or other liability of a domestic or foreign corporation or domestic or foreign eligible entity that is imposed on a person:
a. Solely by reason of the person's status as a shareholder, member, or interest holder; or
b. By the articles of incorporation of the domestic corporation or the organic rules of the eligible entity or foreign corporation that make one or more specified shareholders, members, or interest holders, or categories of shareholders, members, or interest holders, liable in their capacity as shareholders, members, or interest holders for all or specified liabilities of the corporation or eligible entity; or
2. An obligation of a shareholder, member, or interest holder under the articles of incorporation of a domestic corporation or the organic rules of an eligible entity or foreign corporation to contribute to the entity.
For purposes of the foregoing, except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of an eligible entity or a foreign corporation, interest holder liability arises under subdivision 1 when the corporation or eligible entity incurs the liability.
"Jurisdiction of formation" means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity.
"Means" denotes an exhaustive definition.
"Membership" means the rights of a member in a domestic or foreign nonstock corporation or limited liability company.
"Merger" means a transaction pursuant to § 13.1-716 or 13.1-766.1.
"Notice" is defined in § 13.1-610.
"Organic law" means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity.
"Organic rules" means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity.
"Person" includes an individual and an entity.
"Principal office" means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. The designation of the principal office in the most recent annual report filed pursuant to § 13.1-775 shall be conclusive for purposes of this chapter.
"Private organic rules" means (i) the bylaws of a domestic or foreign corporation or nonstock corporation or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity, are binding on all its interest holders, and are not part of its public organic record. Where private organic rules have been amended or restated, the term means the private organic rules as last amended or restated.
"Proceeding" includes civil suit and criminal, administrative, and investigatory action.
"Protected series" has the same meaning as specified in § 13.1-1002.
"Public corporation" means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.
"Public organic record" means (i) the articles of incorporation of a domestic or foreign corporation or nonstock corporation or (ii) the document, the filing of which is required to create an unincorporated entity. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated.
"Record date" means the date fixed for determining the identity of the corporation's shareholders and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business at the principal office of the corporation on the record date unless another time for doing so is specified when the record date is fixed.
"Record shareholder" means (i) the person in whose name shares are registered in the records of the corporation or (ii) the person identified as the beneficial owner of shares in a beneficial ownership certificate pursuant to § 13.1-664 on file with the corporation to the extent of the rights granted by such certificate.
"Registered limited liability partnership" has the same meaning as specified in § 50-73.79.
"Secretary" means the corporate officer or other individual to whom the board of directors has delegated responsibility under subsection C of § 13.1-693 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.
"Series limited liability company" has the same meaning as specified in § 13.1-1002.
"Share exchange" means a transaction pursuant to § 13.1-717.
"Shareholder" means a record shareholder.
"Shares" means the units into which the proprietary interests in a corporation are divided.
"Sign" or "signature" means, with present intent to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.
"State" when referring to a part of the United States, includes a state, commonwealth, and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession, and their agencies and governmental subdivisions, of the United States.
"Subscriber" means a person who subscribes for shares in a corporation, whether before or after incorporation.
"Subsidiary" means, as to any corporation, any other corporation of which it owns, directly or indirectly, voting shares entitled to cast a majority of the votes entitled to be cast generally in an election of directors of such other corporation.
"Unincorporated entity" or "domestic unincorporated entity" means a domestic partnership, limited liability company, limited partnership or business trust.
"United States" includes district, authority, bureau, commission, department, and any other agency of the United States.
"Unrestricted voting trust beneficial owner" means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.
"Voting group" means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
"Voting power" means the current power to vote in the election of directors.
"Voting trust beneficial owner" means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to subsection A of § 13.1-670.
"Writing" or "written" means any information in the form of a document.
Code 1950, § 13.1-2; 1956, c. 428; 1962, c. 44; 1975, c. 500; 1985, c. 522; 1992, cc. 575, 802; 1993, c. 200; 1994, c. 122; 1997, cc. 190, 801; 2001, c. 545; 2002, cc. 1, 285; 2003, cc. 340, 728; 2005, c. 765; 2006, c. 663; 2007, c. 165; 2010, c. 782; 2012, c. 706; 2015, c. 611; 2016, c. 288; 2019, c. 734; 2020, c. 1226.

Structure Code of Virginia

Code of Virginia

Title 13.1 - Corporations

Chapter 9 - Virginia Stock Corporation Act

§ 13.1-601. Short title

§ 13.1-602. Reservation of power to amend or repeal

§ 13.1-603. Definitions

§ 13.1-604. Filing requirements

§ 13.1-604.1. Filings with the Commission pursuant to reorganization

§ 13.1-605. Issuance of certificate by Commission; recordation of documents

§ 13.1-606. Effective time and date of document

§ 13.1-607. Correcting filed articles

§ 13.1-608. Evidentiary effect of copy of filed document

§ 13.1-609. Certificate of good standing

§ 13.1-610. Notices and other communications

§ 13.1-610.1. Householding

§ 13.1-611. Number of shareholders

§ 13.1-612. Penalty for signing false document

§ 13.1-613. Unlawful to transact or offer to transact business as a corporation unless authorized

§ 13.1-614. Hearing and finality of Commission action; injunctions

§ 13.1-614.1. Definitions

§ 13.1-614.2. Defective corporate actions

§ 13.1-614.3. Ratification of defective corporate actions

§ 13.1-614.4. Action of ratification

§ 13.1-614.5. Notice

§ 13.1-614.6. Effect of ratification

§ 13.1-614.7. Filings

§ 13.1-614.8. Commission proceedings regarding validity of corporate actions

§ 13.1-615. Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions

§ 13.1-615.1. Charter and entrance fees for corporations

§ 13.1-616. Fees for filing documents or issuing certificates

§ 13.1-617. Repealed

§ 13.1-618. Incorporators

§ 13.1-619. Articles of incorporation

§ 13.1-620. Special kinds of business

§ 13.1-621. Issuance of certificate of incorporation

§ 13.1-622. Liability for preincorporation transactions

§ 13.1-623. Organization of corporation

§ 13.1-624. Bylaws

§ 13.1-625. Emergency bylaws

§ 13.1-626. Purposes

§ 13.1-627. General powers

§ 13.1-628. Emergency powers

§ 13.1-629. Lack of power to act

§ 13.1-630. Corporate name

§ 13.1-631. Reserved name

§ 13.1-632. Registered name

§ 13.1-633. Repealed

§ 13.1-634. Registered office and registered agent

§ 13.1-635. Change of registered office or registered agent

§ 13.1-636. Resignation of registered agent

§ 13.1-637. Service on corporation

§ 13.1-638. Authorized shares

§ 13.1-639. Terms of class or series determined by board of directors

§ 13.1-640. Issued and outstanding shares

§ 13.1-641. Fractional shares

§ 13.1-642. Subscription for shares before incorporation

§ 13.1-643. Issuance of shares

§ 13.1-644. Liability of shareholders and others

§ 13.1-645. Share dividends

§ 13.1-646. Share rights, options, warrants, and other awards

§ 13.1-647. Form and content of certificates evidencing shares

§ 13.1-648. Shares without certificates

§ 13.1-649. Restriction on transfer of shares and other securities

§ 13.1-650. Expense of issue

§ 13.1-651. Shareholders' preemptive rights

§ 13.1-652. Corporation's acquisition of its own shares

§ 13.1-653. Distributions to shareholders

§ 13.1-654. Annual meeting

§ 13.1-655. Special meeting

§ 13.1-656. Court-ordered meeting

§ 13.1-657. Action without meeting

§ 13.1-658. Notice of meeting

§ 13.1-659. Waiver of notice

§ 13.1-660. Record date for meeting

§ 13.1-660.1. Conduct of the meeting

§ 13.1-660.2. Remote participation in shareholders' meetings

§ 13.1-661. Shareholders' list for meeting

§ 13.1-662. Voting entitlement of shares

§ 13.1-663. Proxies

§ 13.1-664. Shares held by intermediaries and nominees

§ 13.1-664.1. Inspectors of election

§ 13.1-665. Corporation's acceptance of votes

§ 13.1-666. Quorum and voting requirements for voting groups

§ 13.1-667. Action by single and multiple voting groups

§ 13.1-668. Modifying quorum or voting requirements

§ 13.1-669. Voting for directors; cumulative voting

§ 13.1-669.1. Judicial determination of corporate offices and review of elections and shareholder votes

§ 13.1-670. Voting trusts

§ 13.1-671. Voting agreements

§ 13.1-671.1. Shareholder agreements

§ 13.1-672. Repealed

§ 13.1-672.1. Standing; condition precedent; stay of proceedings

§ 13.1-672.2. Discontinuance or settlement

§ 13.1-672.3. Foreign corporations

§ 13.1-672.4. Dismissal

§ 13.1-672.5. Payment of and security for expenses

§ 13.1-672.6. Shareholder action to appoint a custodian or receiver for a public corporation

§ 13.1-672.7. Shareholder defined

§ 13.1-673. Requirement for and duties of board of directors

§ 13.1-674. Qualifications for directors or for nominees for director

§ 13.1-675. Number and election of directors

§ 13.1-676. Election of directors by certain classes or series of shares

§ 13.1-677. Terms of directors generally

§ 13.1-678. Staggered terms for directors

§ 13.1-679. Resignation of directors

§ 13.1-680. Removal of directors by shareholders

§ 13.1-681. Repealed

§ 13.1-681.1. Removal of directors by judicial proceeding

§ 13.1-682. Vacancy on board of directors

§ 13.1-683. Compensation of directors

§ 13.1-684. Meetings of the board of directors

§ 13.1-685. Action without meeting of board of directors

§ 13.1-686. Notice of board of directors' meetings

§ 13.1-687. Waiver of notice by director

§ 13.1-688. Quorum and voting by directors

§ 13.1-689. Committees

§ 13.1-690. General standards of conduct for director

§ 13.1-690.1. Director of open-end management investment company deemed disinterested

§ 13.1-691. Director conflict of interests

§ 13.1-691.1. Business opportunities

§ 13.1-692. Liability for unlawful distributions

§ 13.1-692.1. Limitation on liability of officers and directors; exception

§ 13.1-693. Required officers

§ 13.1-694. Duties of officers

§ 13.1-695. Resignation and removal of officers

§ 13.1-696. Definitions

§ 13.1-697. Authority to indemnify

§ 13.1-698. Mandatory indemnification

§ 13.1-699. Advance for expenses

§ 13.1-700. Repealed

§ 13.1-700.1. Court orders for advance, reimbursement, or indemnification

§ 13.1-701. Determination and authorization of indemnification

§ 13.1-702. Advance for expenses and indemnification for officers

§ 13.1-703. Insurance

§ 13.1-704. Application of article

§ 13.1-705. Authority to amend articles of incorporation

§ 13.1-706. Amendment of articles of incorporation by the board of directors

§ 13.1-707. Amendment of articles of incorporation by the board of directors and shareholders

§ 13.1-708. Voting on amendments by voting groups

§ 13.1-709. Amendment of articles of incorporation by incorporators

§ 13.1-710. Articles of amendment

§ 13.1-711. Restated articles of incorporation

§ 13.1-712. Repealed

§ 13.1-712.1. Abandonment of amendment or restatement of articles of incorporation

§ 13.1-713. Effect of amendment of articles of incorporation

§ 13.1-714. Amendment of bylaws by board of directors or shareholders

§ 13.1-715. Bylaw provisions increasing quorum or voting requirements for the board of directors

§ 13.1-715.1. Definitions

§ 13.1-716. Merger

§ 13.1-717. Share exchange

§ 13.1-718. Action on a plan of merger or share exchange

§ 13.1-719. Merger between parent and subsidiary or between subsidiaries

§ 13.1-719.1. Formation of a holding company

§ 13.1-720. Articles of merger or share exchange

§ 13.1-721. Effect of merger or share exchange

§ 13.1-721.1. Abandonment of a merger or share exchange

§ 13.1-722. Repealed

§ 13.1-722.1:1. Definitions

§ 13.1-722.2. Domestication

§ 13.1-722.3. Action on a plan of domestication of a domestic corporation

§ 13.1-722.4. Repealed

§ 13.1-722.5. Articles of domestication; effectiveness

§ 13.1-722.6. Amendment of plan of domestication; abandonment

§ 13.1-722.7. Repealed

§ 13.1-722.7:1. Effect of domestication

§ 13.1-722.8. Definitions

§ 13.1-722.9. Conversion

§ 13.1-722.10. Plan of conversion

§ 13.1-722.11. Action on plan of conversion

§ 13.1-722.12. Articles of conversion; effectiveness

§ 13.1-722.12:1. Amendment of plan of conversion; abandonment

§ 13.1-722.13. Effect of conversion

§ 13.1-722.14. Repealed

§ 13.1-723. Disposition of assets not requiring shareholder approval

§ 13.1-724. Shareholder approval of certain dispositions

§ 13.1-725. Definitions

§ 13.1-725.1. Affiliated transactions

§ 13.1-726. Voting requirements for affiliated transactions

§ 13.1-726.1. Determination by disinterested directors

§ 13.1-727. Exceptions

§ 13.1-727.1. Nonexclusivity

§ 13.1-728. Repealed

§ 13.1-728.1. Definitions

§ 13.1-728.2. Application

§ 13.1-728.3. Voting rights

§ 13.1-728.4. Control share acquisition statement

§ 13.1-728.5. Meeting of shareholders

§ 13.1-728.6. Notice to shareholders

§ 13.1-728.7. Redemption

§ 13.1-728.8. Appraisal rights

§ 13.1-728.9. Nonexclusivity

§ 13.1-729. Definitions

§ 13.1-730. Right to appraisal

§ 13.1-731. Assertion of rights by nominees and beneficial owners

§ 13.1-732. Notice of appraisal rights

§ 13.1-733. Notice of intent to demand payment

§ 13.1-734. Appraisal notice and form

§ 13.1-735. Repealed

§ 13.1-735.1. Perfection of rights; right to withdraw

§ 13.1-736. Repealed

§ 13.1-737. Payment

§ 13.1-738. After-acquired shares

§ 13.1-739. Procedure if shareholder dissatisfied with payment or offer

§ 13.1-740. Court action

§ 13.1-741. Court costs and counsel fees

§ 13.1-741.1. Limitations on other remedies for fundamental transactions

§ 13.1-742. Dissolution by directors and shareholders

§ 13.1-743. Articles of dissolution

§ 13.1-744. Revocation of dissolution

§ 13.1-745. Effect of dissolution

§ 13.1-746. Known claims against dissolved corporation

§ 13.1-746.1. Other claims against dissolved corporation

§ 13.1-746.2. Court proceedings

§ 13.1-746.3. Director duties

§ 13.1-747. Grounds for judicial dissolution

§ 13.1-748. Receivership or custodianship

§ 13.1-749. Decree of dissolution

§ 13.1-749.1. Election to purchase in lieu of dissolution

§ 13.1-750. Articles of termination of corporate existence

§ 13.1-751. Termination of corporate existence by incorporators or initial directors

§ 13.1-752. Automatic termination of corporate existence

§ 13.1-753. Involuntary termination of corporate existence

§ 13.1-754. Reinstatement of a corporation that has ceased to exist

§ 13.1-755. Survival of remedy after termination of corporate existence

§ 13.1-756. Repealed

§ 13.1-757. Authority to transact business required

§ 13.1-758. Consequences of transacting business without authority

§ 13.1-759. Application for certificate of authority

§ 13.1-760. Amended certificate of authority

§ 13.1-761. Effect of certificate of authority

§ 13.1-762. Corporate name of foreign corporation

§ 13.1-763. Registered office and registered agent of foreign corporation

§ 13.1-764. Change of registered office or registered agent of a foreign corporation

§ 13.1-765. Resignation of registered agent of foreign corporation

§ 13.1-766. Service of process on foreign corporation

§ 13.1-766.1. Merger of foreign corporation authorized to transact business in Commonwealth

§ 13.1-766.2. Conversion of foreign corporation authorized to transact business in Commonwealth

§ 13.1-767. Withdrawal of foreign corporation

§ 13.1-768. Automatic revocation of certificate of authority

§ 13.1-768.1. Repealed

§ 13.1-769. Involuntary revocation of certificate of authority

§ 13.1-769.1. Reinstatement of a foreign corporation's certificate of authority that has been withdrawn or revoked

§ 13.1-770. Corporate records

§ 13.1-771. Inspection of records by shareholders

§ 13.1-772. Scope of inspection right

§ 13.1-773. Court-ordered inspection

§ 13.1-773.1. Inspection of records by directors

§ 13.1-774. Financial statements for shareholders

§ 13.1-775. Annual report of domestic and foreign corporations

§ 13.1-775.1. Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely

§ 13.1-775.2. Collection of unpaid bills for registration fees

§ 13.1-776. Definitions

§ 13.1-777. Institution of proceeding to determine shareholders

§ 13.1-778. Application to existing corporations

§ 13.1-779. Savings provision

§ 13.1-780. Repealed

§ 13.1-781. Property title records

§ 13.1-782. Definitions

§ 13.1-783. Application and effect of article

§ 13.1-784. Formation of benefit corporations

§ 13.1-785. Election of status after formation

§ 13.1-786. Termination of status

§ 13.1-787. Corporate purposes

§ 13.1-788. Standard of conduct for directors

§ 13.1-789. Limitation upon liability of officers

§ 13.1-790. Right of action

§ 13.1-791. Annual benefit report

§ 13.1-792. Reserved