Code of Virginia
Chapter 9 - Virginia Stock Corporation Act
§ 13.1-615.1. Charter and entrance fees for corporations

A. Every domestic corporation, upon the granting of its charter or upon its incorporation by domestication or conversion, shall pay a charter fee into the state treasury, and every foreign corporation, when it obtains from the State Corporation Commission a certificate of authority to transact business in the Commonwealth, shall pay an entrance fee into the state treasury. The fee in each case is to be ascertained and fixed as follows:
For any domestic or foreign corporation whose number of authorized shares is 1,000,000 or fewer shares: $50 for each 25,000 shares or fraction thereof;
For any domestic or foreign corporation whose number of authorized shares is more than 1,000,000 shares: $2,500.
B. For any foreign corporation that files articles of domestication and that had authority to transact business in the Commonwealth at the time of such filing, the charter fee to be charged upon domestication shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as an entrance fee by such corporation.
C. Whenever by articles of amendment, articles of merger, articles of correction, or articles of ratification, the number of authorized shares of any domestic or foreign corporation or of the surviving corporation is increased, the charter or entrance fee to be charged shall be an amount equal to the difference between the amount already paid as a charter or entrance fee by such corporation and the amount that would be required by this section to be paid if the increased number of authorized shares were being stated at that time in the original articles of incorporation.
D. For any domestic nonstock corporation, limited liability company, business trust, limited partnership, or partnership that files articles of conversion to become a domestic corporation and that had previously converted from a domestic corporation, the charter fee to be charged upon conversion shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as a charter fee by the domestic nonstock corporation, limited liability company, business trust, limited partnership, or partnership when it was a domestic corporation.
E. For any domestic nonstock corporation that files articles of conversion to become a domestic corporation and that was not previously incorporated as a domestic corporation, the charter fee to be charged shall be an amount equal to the difference between the amount already paid as a charter fee by the domestic nonstock corporation upon its incorporation and the amount that would be required by this section to be paid in accordance with the number of authorized shares in the corporation's amended and restated articles of incorporation.
F. If no charter or entrance fee has been heretofore paid to the Commonwealth, the amount to be paid shall be the same as would have to be paid on original incorporation or application for authority to transact business.
1988, c. 405; 2001, c. 545; 2002, c. 1; 2007, c. 810; 2008, c. 509; 2015, c. 623; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.

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