Code of Virginia
Chapter 9 - Virginia Stock Corporation Act
§ 13.1-630. Corporate name

A. A corporate name shall contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." Such words and their corresponding abbreviations may be used interchangeably for all purposes.
B. A corporate name shall not contain:
1. Any language stating or implying that the corporation will conduct any of the special kinds of businesses listed in § 13.1-620 unless it proposes in fact to engage in such special kind of business;
2. The word "redevelopment" unless the corporation is organized as an urban redevelopment corporation pursuant to Chapter 190 of the Acts of Assembly of 1946, as amended;
3. Any word, abbreviation, or combination of characters that states or implies the corporation is a limited liability company, a limited partnership, a registered limited liability partnership, or a protected series of a series limited liability company; or
4. Any word or phrase that is prohibited by law for such corporation.
C. Except as authorized by subsection D, a corporate name shall be distinguishable upon the records of the Commission from:
1. The name of any corporation, whether issuing shares or not issuing shares, existing under the laws of the Commonwealth or authorized to transact business in the Commonwealth;
2. A corporate name reserved or registered under § 13.1-631, 13.1-632, 13.1-830 or 13.1-831;
3. The designated name adopted by a foreign corporation, whether issuing shares or not issuing shares, because its real name is unavailable for use in the Commonwealth;
4. The name of a domestic limited liability company or a foreign limited liability company registered to transact business in the Commonwealth;
5. A limited liability company name reserved under § 13.1-1013;
6. The designated name adopted by a foreign limited liability company because its real name is unavailable for use in the Commonwealth;
7. The name of a domestic business trust or a foreign business trust registered to transact business in the Commonwealth;
8. A business trust name reserved under § 13.1-1215;
9. The designated name adopted by a foreign business trust because its real name is unavailable for use in the Commonwealth;
10. The name of a domestic limited partnership or a foreign limited partnership registered to transact business in the Commonwealth;
11. A limited partnership name reserved under § 50-73.3; and
12. The designated name adopted by a foreign limited partnership because its real name is unavailable for use in the Commonwealth.
D. A domestic corporation may apply to the Commission for authorization to use a name that is not distinguishable upon the Commission's records from one or more of the names described in subsection C. The Commission shall authorize use of the name applied for if the other entity consents to the use in writing and submits an undertaking in a form satisfactory to the Commission to change its name to a name that is distinguishable upon the records of the Commission from the name of the applying corporation.
E. The use of assumed names or fictitious names, as provided for in Chapter 5 (§ 59.1-69 et seq.) of Title 59.1, is not affected by this chapter.
F. The Commission, in determining whether a corporate name is distinguishable upon its records from the name of any of the business entities listed in subsection C, shall not consider any word, phrase, abbreviation, or designation required or permitted under this section and § 13.1-544.1, subsection A of § 13.1-1012, § 13.1-1104, subsection A of § 50-73.2, and subdivision A 2 of § 50-73.78 to be contained in the name of a business entity formed or organized under the laws of the Commonwealth or authorized or registered to transact business in the Commonwealth.
Code 1950, § 13.1-6; 1956, c. 428; 1968, c. 241; 1975, c. 500; 1985, c. 522; 1986, c. 232; 2003, c. 592; 2005, cc. 379, 765; 2009, c. 216; 2012, c. 63; 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