Code of Virginia
Chapter 10 - Virginia Nonstock Corporation Act
§ 13.1-829. Corporate name

A. A corporate name shall not contain:
1. Any word or phrase that indicates or implies that it is organized for the purpose of conducting any business other than a business that it is authorized to conduct;
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.
B. Except as authorized by subsection C, 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.
C. 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 B. 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 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.
D. 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.
E. 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 B, shall not consider any word, phrase, abbreviation, or designation required or permitted under § 13.1-544.1, subsection A of § 13.1-630, 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, § 13.1-207; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1986, c. 232; 2003, c. 592; 2005, c. 379; 2007, c. 925; 2009, c. 216; 2012, c. 63; 2021, Sp. Sess. I, c. 487.

Structure Code of Virginia

Code of Virginia

Title 13.1 - Corporations

Chapter 10 - Virginia Nonstock Corporation Act

§ 13.1-801. Short title

§ 13.1-802. Reservation of power to amend or repeal

§ 13.1-803. Definitions

§ 13.1-804. Filing requirements

§ 13.1-804.1. Filing with the Commission pursuant to reorganization

§ 13.1-805. Issuance of certificate by Commission; recordation of documents

§ 13.1-806. Effective time and date of document

§ 13.1-807. Correcting filed articles

§ 13.1-808. Evidentiary effect of copy of filed document

§ 13.1-809. Certificate of good standing

§ 13.1-810. Notices and other communications

§ 13.1-810.1. Number of members

§ 13.1-811. Penalty for signing false documents

§ 13.1-812. Unlawful to transact or offer to transact business as a corporation unless authorized

§ 13.1-813. Hearing and finality of Commission action; injunctions

§ 13.1-814. Shares of stock and dividends prohibited

§ 13.1-814.1. Special provisions for community associations

§ 13.1-815. Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions

§ 13.1-815.1. Charter and entrance fees for corporations

§ 13.1-816. Fees for filing documents or issuing certificates

§ 13.1-817. Repealed

§ 13.1-818. Incorporators

§ 13.1-819. Articles of incorporation

§ 13.1-820. Issuance of certificate of incorporation

§ 13.1-821. Liability for preincorporation transactions

§ 13.1-822. Organization of corporation

§ 13.1-823. Bylaws

§ 13.1-824. Emergency bylaws

§ 13.1-825. Purposes

§ 13.1-826. General powers

§ 13.1-827. Emergency powers

§ 13.1-828. Ultra vires

§ 13.1-829. Corporate name

§ 13.1-830. Reserved name

§ 13.1-831. Registered name

§ 13.1-832. Repealed

§ 13.1-833. Registered office and registered agent

§ 13.1-834. Change of registered office or registered agent

§ 13.1-835. Resignation of registered agent

§ 13.1-836. Service on corporation

§ 13.1-837. Members

§ 13.1-838. Annual meeting

§ 13.1-839. Special meeting

§ 13.1-840. Court-ordered meeting

§ 13.1-841. Corporate action without meeting

§ 13.1-842. Notice of meeting

§ 13.1-843. Waiver of notice

§ 13.1-844. Record date

§ 13.1-844.1. Conduct of the meeting

§ 13.1-844.2. Remote participation in annual and special meetings

§ 13.1-845. Members' list for meeting

§ 13.1-846. Voting entitlement of members

§ 13.1-847. Proxies

§ 13.1-847.1. Voting procedures and inspectors of elections

§ 13.1-848. Corporation's acceptance of votes

§ 13.1-849. Quorum and voting requirements for voting groups

§ 13.1-850. Action by single and multiple voting groups

§ 13.1-851. Change in quorum or voting requirements

§ 13.1-852. Voting for directors; cumulative voting

§ 13.1-852.1. Member or director agreements

§ 13.1-852.2. Voting agreements

§ 13.1-853. Requirement for and duties of board of directors

§ 13.1-854. Qualification of directors

§ 13.1-855. Number and election of directors

§ 13.1-856. Election of directors by certain classes of members

§ 13.1-857. Terms of directors generally

§ 13.1-858. Staggered terms of directors

§ 13.1-859. Resignation of directors

§ 13.1-860. Removal of directors

§ 13.1-861. Judicial review of elections

§ 13.1-862. Vacancy on board of directors

§ 13.1-863. Compensation of directors

§ 13.1-864. Meetings of the board of directors

§ 13.1-865. Action without meeting of board of directors

§ 13.1-866. Notice of board of directors' meetings

§ 13.1-867. Waiver of notice by director

§ 13.1-868. Quorum and voting by directors

§ 13.1-869. Committees

§ 13.1-870. General standards of conduct for directors

§ 13.1-870.1. Limitation on liability of officers and directors; exception

§ 13.1-870.2. Limitation on liability of officers and directors; additional exception

§ 13.1-871. Director conflict of interests

§ 13.1-871.1. Business opportunities

§ 13.1-872. Required officers

§ 13.1-873. Duties of officers

§ 13.1-874. Resignation and removal of officers

§ 13.1-875. Definitions

§ 13.1-876. Authority to indemnify

§ 13.1-877. Mandatory indemnification

§ 13.1-878. Advance for expenses

§ 13.1-879. Repealed

§ 13.1-879.1. Court orders for advances, reimbursement or indemnification

§ 13.1-880. Determination and authorization of indemnification

§ 13.1-881. Indemnification of officers

§ 13.1-882. Insurance

§ 13.1-883. Application of article

§ 13.1-884. Authority to amend articles of incorporation

§ 13.1-885. Amendment of articles of incorporation by directors

§ 13.1-886. Amendment of articles of incorporation by directors and members

§ 13.1-887. Voting on amendments by voting groups

§ 13.1-887.1. Amendment prior to organization

§ 13.1-888. Articles of amendment

§ 13.1-889. Restated articles of incorporation

§ 13.1-890. Repealed

§ 13.1-891. Effect of amendment of articles of incorporation

§ 13.1-892. Amendment of bylaws by board of directors or members

§ 13.1-893. Bylaw provisions increasing quorum or voting requirements for directors

§ 13.1-893.1. Definitions

§ 13.1-894. Merger

§ 13.1-895. Action on plan of merger

§ 13.1-896. Articles of merger

§ 13.1-897. Effect of merger

§ 13.1-897.1. Abandonment of a merger

§ 13.1-898. Repealed

§ 13.1-898.1:1. Definitions

§ 13.1-898.2. Domestication

§ 13.1-898.3. Action on plan of domestication by a domestic corporation

§ 13.1-898.4. Articles of domestication

§ 13.1-898.5. Surrender of articles of incorporation upon domestication

§ 13.1-898.6. Effect of domestication

§ 13.1-898.7. Abandonment of domestication

§ 13.1-899. Sale of assets in regular course of business

§ 13.1-900. Sale of assets other than in regular course of business

§ 13.1-901. Sale of certain real property by incorporated educational institutions

§ 13.1-902. Dissolution by directors and members

§ 13.1-903. Dissolution by directors

§ 13.1-904. Articles of dissolution

§ 13.1-905. Revocation of dissolution

§ 13.1-906. Effect of dissolution

§ 13.1-907. Distribution and plan of distribution of assets

§ 13.1-908. Known claims against dissolved corporation

§ 13.1-908.1. Other claims against dissolved corporation

§ 13.1-908.2. Court proceedings

§ 13.1-908.3. Director duties

§ 13.1-909. Grounds for judicial dissolution

§ 13.1-910. Receivership or custodianship

§ 13.1-911. Decree of dissolution

§ 13.1-912. Articles of termination of corporate existence

§ 13.1-913. Termination of corporate existence by incorporators or initial directors

§ 13.1-914. Automatic termination of corporate existence

§ 13.1-915. Involuntary termination of corporate existence

§ 13.1-916. Reinstatement of a corporation that has ceased to exist

§ 13.1-917. Survival of remedy after termination of corporate existence

§ 13.1-918. Repealed

§ 13.1-919. Authority to transact business required

§ 13.1-920. Consequences of transacting business without authority

§ 13.1-921. Application for certificate of authority

§ 13.1-922. Amended certificate of authority

§ 13.1-923. Effect of certificate of authority

§ 13.1-924. Corporate name of foreign corporation

§ 13.1-925. Registered office and registered agent of foreign corporation

§ 13.1-926. Change of registered office or registered agent of a foreign corporation

§ 13.1-927. Resignation of registered agent of foreign corporation

§ 13.1-928. Service of process on foreign corporation

§ 13.1-928.1. Merger of foreign corporation authorized to transact business in Commonwealth

§ 13.1-928.2. Entity conversion of foreign corporation authorized to transact business in Commonwealth

§ 13.1-929. Withdrawal of foreign corporation

§ 13.1-930. Automatic revocation of certificate of authority

§ 13.1-931. Involuntary revocation of certificate of authority

§ 13.1-931.1. Reinstatement of foreign corporation whose certificate of authority has been withdrawn or revoked

§ 13.1-932. Corporate records

§ 13.1-933. Inspection of records by members

§ 13.1-934. Scope of inspection right

§ 13.1-935. Court-ordered inspection

§ 13.1-935.1. Inspection of records by directors

§ 13.1-936. Annual report of domestic and foreign corporations

§ 13.1-936.1. Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely

§ 13.1-936.2. Collection of unpaid bills for registration fees

§ 13.1-937. Application to existing corporations

§ 13.1-938. Application to certain social, patriotic and benevolent societies incorporated before year 1900; reports by such societies

§ 13.1-939. Saving provision

§ 13.1-940. Repealed

§ 13.1-941. Repealed

§ 13.1-941.01. Repealed

§ 13.1-944.1. Definitions

§ 13.1-944.2. Entity conversion

§ 13.1-944.3. Plan of entity conversion

§ 13.1-944.4. Action on plan of entity conversion

§ 13.1-944.5. Articles of entity conversion

§ 13.1-944.6. Effect of entity conversion

§ 13.1-944.7. Abandonment of entity conversion

§ 13.1-945. Property title records

§ 13.1-946. Reserved