Code of Virginia
Title 13.1 - Corporations

§ 13.1-301. Organization of cooperative associations; purposes; name; par value stock required - A. Any number of persons, not less than five, may,...

§ 13.1-301.1. Amendments to articles of incorporation - An association may amend its articles of incorporation by the...

§ 13.1-301.2. Adoption, change or repeal of bylaws; subject matter - The board of directors or members of the association, before...

§ 13.1-302. Limitation of individual stockholding - No holder of common stock in any stock cooperative association...

§ 13.1-303. Investment in other stock - At any regular meeting or any regularly called special meeting...

§ 13.1-304. Purchase of business by issue of shares of stock - Whenever any stock cooperative association shall purchase the business of...

§ 13.1-305. Rights of subscribers before full payment - Certificates of stock of a stock cooperative association shall not...

§ 13.1-306. Distribution of earnings - The net earnings and profits of an association organized pursuant...

§ 13.1-307. Permissible limitation of stock ownership or voting rights - Any cooperative association may, either in its charter or by...

§ 13.1-308. Limitation of use of "cooperative" in corporate name - A. No corporation or association organized or doing business for...

§ 13.1-309. Other cooperatives may come under article - Any cooperative marketing association or corporation incorporated under Article 2...

§ 13.1-309.1. Foreign cooperatives - A foreign cooperative whose purpose shall include one or more...

§ 13.1-310. Cooperative associations may give certain liens on rotating stocks - Any cooperative association or corporation organized under the laws of...

§ 13.1-311. Taxation - Every cooperative association, society, company and exchange created under the...

§ 13.1-311.1. Provisions relating to dissolution of and revocation of certificates of associations - Those provisions of the Virginia Stock Corporation Act (§ 13.1-601...

§ 13.1-312. Liberal construction of article - It is the declared policy of the Commonwealth, as one...

§ 13.1-313. Definitions - As used in this Act, unless the context or subject...

§ 13.1-314. Qualification of incorporators - Five or more individuals, engaged in agriculture as bona fide...

§ 13.1-315. Purposes - Such association may be organized for the purpose of engaging...

§ 13.1-316. Articles of incorporation - Articles of incorporation shall be signed in triplicate by each...

§ 13.1-317. Filing and recording articles of incorporation - (a) Triplicate originals of the articles of incorporation, duly signed...

§ 13.1-318. Amendments to the articles of incorporation - An association may amend its articles of incorporation by the...

§ 13.1-319. Bylaws - The board of directors or members of the association, before...

§ 13.1-320. Powers - A. An association shall have the capacity to act possessed...

§ 13.1-321. Members - (a) An association may admit as members only bona fide...

§ 13.1-322. Membership or voting stock certificates; transfers; dividends; nonvoting stock - A. No certificate for membership or stock shall be issued...

§ 13.1-323. General and special meetings; how called - After the incorporation of an association the members thereof shall...

§ 13.1-324. Directors generally; executive committee - (a) The business of the association shall be managed by...

§ 13.1-325. Removal of director - Any member may ask for the removal of an elected...

§ 13.1-326. Officers generally - The board shall elect a president, a secretary and a...

§ 13.1-327. Removal of officer - Any member may bring charges of misconduct or incompetency against...

§ 13.1-328. Referendum - The articles of incorporation or bylaws may provide that upon...

§ 13.1-329. Marketing contracts; enforcement; inducing breach; spreading false reports - (a) An association and its members may make and execute...

§ 13.1-330. Recordation of marketing contracts - (a) Whenever any body of agricultural producers, cooperative corporation composed...

§ 13.1-331. Associations are not in restraint of trade - (a) No association complying with the terms hereof shall be...

§ 13.1-332. Voluntary dissolution - (a)(1) The members of an association may at any regular...

§ 13.1-333. Repealed - Repealed by Acts 1989, c. 465.

§ 13.1-333.1. Annual reports - Each association subject to this chapter within six months after...

§ 13.1-334. Application to existing associations - (a) This Act shall be applicable to any existing association...

§ 13.1-335. Saving clause - This Act shall not impair or affect any act done,...

§ 13.1-336. Limitations of the use of the word "cooperative." - A. No person, firm, corporation or association, domestic or foreign,...

§ 13.1-337. Foreign associations - A foreign corporation that can qualify as an association, as...

§ 13.1-338. Purchasing business of other associations, persons, firms or corporations; stock issued - Whenever an association organized hereunder with preferred capital stock shall...

§ 13.1-339. Merger or consolidation - Associations shall have the power to merge or consolidate with...

§ 13.1-340. Sale, mortgage or other disposition of assets - The sale, lease, exchange, mortgage, pledge or other disposition of...

§ 13.1-341. Taxes - Nothing in this article shall be construed as exempting any...

§ 13.1-342. Reserved - Reserved.

§ 13.1-343. Application of general corporation laws - The provisions of the Virginia Stock Corporation Act (§ 13.1-601...

§ 13.1-344. Existing associations continued - All associations organized under or that have adopted the provisions...

§ 13.1-345. Verification no longer required; signing instrument containing misstatement as perjury - A requirement in this chapter that an instrument be verified...

§ 13.1-346. Definitions - As used in this article: "Collective reserve account" means an...

§ 13.1-347. Formation of worker cooperative; purpose - A. Any corporation incorporated under Article 3 (§ 13.1-618 et...

§ 13.1-348. Name - A. A worker cooperative may include the word "cooperative" or...

§ 13.1-349. Application of other laws - Except as otherwise provided in this article, worker cooperatives shall...

§ 13.1-350. Revocation of election to be governed as worker cooperative; limitation on mergers - A. A worker cooperative may revoke its election to be...

§ 13.1-351. Qualifications of members; membership shares - A. The articles of incorporation or bylaws of a worker...

§ 13.1-352. Voting rights - A. No shares other than membership shares shall be given...

§ 13.1-353. Net earnings or losses; apportionment, distribution, and payment - A. The net earnings or losses of a worker cooperative...

§ 13.1-354. Internal capital accounts; redemption of shares; collective reserve account - A. A worker cooperative shall establish through its articles of...

§ 13.1-355. Internal capital accounting - A. The entire net book value of a worker cooperative...

Chapter 3.1 - Automobile Clubs

§ 13.1-400.1. Repealed - Repealed by Acts 2016, c. 250, cl. 2.

Chapter 4 - Uniform Stock Transfer Act -

Chapter 4.1 - Uniform Act for the Simplification of Fiduciary Security Transfers.

§ 13.1-424. Repealed - Repealed by Acts 1996, c. 216.

Chapter 4.2 - Securities Registered in Joint Names

§ 13.1-434. Definitions - As used in this chapter: (a) "Corporation" means a private...

§ 13.1-435. Corporate securities registered in joint names with right of survivorship - Whenever a security issued by a corporation organized under the...

§ 13.1-436. To what transfers of securities applicable - This chapter shall apply to all transfers of securities by...

§ 13.1-437. Reserved - Reserved.

Chapter 5 - Securities Act

§ 13.1-501. Definitions - A. When used in this chapter, unless the context otherwise...

§ 13.1-502. Unlawful offers and sales - It shall be unlawful for any person in the offer...

§ 13.1-503. Unlawful advice - A. It shall be unlawful for any person who receives...

§ 13.1-504. Registration - A. It shall be unlawful for any person to transact...

§ 13.1-504.1. Brokerage services of savings and loan associations, savings banks or service corporations of either; when registration not required - A savings and loan association or a savings bank, or...

§ 13.1-504.2. Broker-dealer services provided by credit unions; when registration not required - A credit union may enter into an agreement with any...

§ 13.1-505. Procedure for registration - A. A broker-dealer, investment advisor, investment advisor representative or agent...

§ 13.1-505.1. Post-registration provisions - With respect to investment advisors, the Commission may require that...

§ 13.1-506. Revocation of registration - The Commission may, by order entered after a hearing on...

§ 13.1-507. Registration requirement; exemptions - It shall be unlawful for any person to offer or...

§ 13.1-508. Registration by notification - A. The following securities may be registered by notification: 1....

§ 13.1-509. Registration by coordination - A. Any security for which a registration statement has been...

§ 13.1-510. Registration by qualification - (a) Any security may be registered by qualification. (b) A...

§ 13.1-511. Effectiveness and reports - A registration statement filed under this article may be filed...

§ 13.1-512. Repealed - Repealed by Acts 2003, c. 595.

§ 13.1-513. Stop orders - (a) The Commission may issue a stop order denying effectiveness...

§ 13.1-514. Exemptions - A. The following securities are exempted from the securities registration...

§ 13.1-514.1. Exemption of certain securities by order of Commission - A. The Commission may by order exempt from the other...

§ 13.1-514.2. Primacy of Virginia law to be maintained - A. Pursuant to section 6(c) of the federal Philanthropy Protection...

§ 13.1-515. Advertising - The Commission may require, subject to the limitations of §...

§ 13.1-516. Misleading filings - It shall be unlawful for any person willfully to make...

§ 13.1-517. Consent to service of process - Every nonresident registered as a broker-dealer, investment advisor, investment advisor...

§ 13.1-518. Investigations; confidentiality of information and documents - A. The Commission may make such investigations within or outside...

§ 13.1-518.1. Broker-dealers and investment advisors to file certain reports with Commission - Every broker-dealer and investment advisor registered under this chapter shall...

§ 13.1-519. Injunctions - The Commission shall have all the power and authority of...

§ 13.1-520. Crimes - A. Any person who shall knowingly and willfully make, or...

§ 13.1-520.1. Commission may transmit record or complaint to locality where violation occurred - The Commission may transmit the record of any proceeding or...

§ 13.1-521. Violations punishable by the Commission - A. The Commission may, by judgment entered after a hearing...

§ 13.1-522. Civil liabilities - A. Any person who: (i) sells a security in violation...

§ 13.1-523. Rules and forms - A. The Commission shall have authority from time to time...

§ 13.1-523.1. Commission authority to regulate securities and investment advisory activities - A. The Commission shall have all the power, authority and...

§ 13.1-524. Certain records of Commission available to public; admissibility of copies; destruction - The information contained in or filed with any registration statement,...

§ 13.1-525. Official interpretations - The Commission shall have jurisdiction, upon written application, payment of...

§ 13.1-525.1. Fees to cover expense of regulation - The fees paid into the state treasury under this chapter,...

§ 13.1-526. Transition - Registrations of dealers and agents under prior law shall continue...

§ 13.1-527. Short title - This chapter may be cited as the Securities Act. 1956,...

§ 13.1-527.01. Repealed - Repealed by Acts 2015, c. 709, cl. 2.

§ 13.1-527.1. Division created; duties - There is hereby created in the office of the Attorney...

§ 13.1-527.2. Attorneys, employees and consultants - The Attorney General may employ and fix the salaries of...

§ 13.1-527.3. Commission to provide technical assistance - The State Corporation Commission shall provide technical assistance to the...

Chapter 6 - Take-Over-Bid Disclosure Act

§ 13.1-528. Repealed - Repealed by Acts 1989, c. 408.

Chapter 7 - Professional Corporations

§ 13.1-542. Repealed - Repealed by Acts 2022 c. 234, cl. 2.

§ 13.1-542.1. Practice of certain professions by corporations - Unless otherwise prohibited by law or regulation, the professional services...

§ 13.1-543. Definitions - A. As used in this chapter: "Eligible employee stock ownership...

§ 13.1-544. Who may organize and become shareholder - A. An individual or group of individuals (i) duly licensed...

§ 13.1-544.1. Use of initials "P.C." or "PC" in corporate name - Any professional corporation as defined in § 13.1-543 may, but...

§ 13.1-544.2. Certificate of authority for foreign professional corporations - A. Notwithstanding any other provision of this chapter, a foreign...

§ 13.1-545. Repealed - Repealed by Acts 1988, c. 765, effective January 1, 1989.

§ 13.1-545.1. Merger with foreign professional corporation or foreign professional limited liability company - Any corporation organized under this chapter may merge with one...

§ 13.1-546. How corporation may render professional services; nonprofessional employees and officers; organizers and shareholders need not be employees, etc. - No corporation organized and incorporated under this chapter may render...

§ 13.1-546.1. Professional law corporations may qualify as executor, administrator or in other fiduciary capacity - A professional corporation engaged in the practice of law, as...

§ 13.1-547. Professional relationships not affected; liability for debts, etc., of corporation, its directors, officers and employees - The provisions of this chapter shall not be construed to...

§ 13.1-548. Corporation not to engage in other business; investment of funds - No corporation organized under this chapter shall engage in any...

§ 13.1-549. Qualifications of shareholders; special provisions for corporations rendering services of architects, professional engineers, landscape architects and land surveyors, and using the title of certified interior designers - A. A corporation rendering the services of architects, professional engineers,...

§ 13.1-549.1. Special provision for corporation engaged in practice of accounting - Before any professional corporation may engage in the practice of...

§ 13.1-549.2. Registration certificate required for corporation engaged in practice of law - Before any professional corporation may engage in the practice of...

§ 13.1-549.3. Repealed - Repealed by Acts 1994, c. 349.

§ 13.1-550. Transfer of shares - A. No shareholder of a corporation organized under this chapter...

§ 13.1-551. Disqualification of shareholder - If any officer, shareholder, agent or employee of a corporation...

§ 13.1-552. Conversion into nonprofessional corporation; disposition of shares of deceased or disqualified shareholders - A. A corporation under this chapter shall have perpetual existence...

§ 13.1-553. Board of directors - A. Except as provided in an agreement adopted pursuant to...

§ 13.1-554. Repealed - Repealed by Acts 2002, ch. 346.

§ 13.1-554.1. Income and property taxes - All professional corporations organized or qualifying under the provisions of...

§ 13.1-555. Merger - A professional corporation operating pursuant to the terms of this...

§ 13.1-556. Application of Chapter 9 or Chapter 10 of this title - The provisions of Chapter 9 (§ 13.1-601 et seq.) or...

Chapter 8 - Retail Franchising Act

§ 13.1-557. Short title - This chapter shall be known as the "Retail Franchising Act."...

§ 13.1-558. Policy of the Commonwealth - It is hereby declared to be the policy of the...

§ 13.1-559. Definitions; applicability of chapter - A. As used in this chapter, unless the context otherwise...

§ 13.1-560. Registration required - It shall be unlawful for any person to sell or...

§ 13.1-561. Procedure for registration; bond; renewal; fee - A. A franchise may be registered after filing with the...

§ 13.1-561.1. Fees to cover expense of regulation - The fees paid into the state treasury under this chapter,...

§ 13.1-562. Revocation of or refusal to renew registration - A. The Commission may, by order entered after a hearing...

§ 13.1-563. Unlawful offers - It shall be unlawful for any person, in connection with...

§ 13.1-564. Unlawful cancellation of franchise; undue influence - It shall be unlawful for a franchisor to cancel a...

§ 13.1-565. Voidable franchises - Any franchise may be declared void by the franchisee at...

§ 13.1-566. Service of process on nonresident franchisor - Every nonresident franchisor who has a franchise registered hereunder and...

§ 13.1-567. Investigations; confidentiality of information and documents - The Commission may make such investigations within or outside of...

§ 13.1-568. Injunctions - The Commission shall have all the power and authority of...

§ 13.1-569. Crimes - A. Any person who shall knowingly and willfully make, or...

§ 13.1-569.1. Commission may transmit record or complaint to locality where violation occurred - The Commission may transmit the record of any proceeding or...

§ 13.1-570. Violations punishable by Commission - The Commission may, by judgment entered after a hearing on...

§ 13.1-571. Civil remedies - (a) Any franchisee who has declared the franchise void under...

§ 13.1-572. Rules and forms - A. The Commission shall have authority from time to time...

§ 13.1-573. Certain records of Commission available to public; admissibility of copies; destruction - The information contained in or filed with any registration statement,...

§ 13.1-574. Effective date - The provisions of this chapter shall apply to grants and...

Chapter 9 - Virginia Stock Corporation Act

§ 13.1-601. Short title - This chapter shall be known as the Virginia Stock Corporation...

§ 13.1-602. Reservation of power to amend or repeal - The General Assembly shall have power to amend or repeal...

§ 13.1-603. Definitions - As used in this chapter: "Articles of incorporation" means all...

§ 13.1-604. Filing requirements - A. A document shall satisfy the requirements of this section,...

§ 13.1-604.1. Filings with the Commission pursuant to reorganization - A. Notwithstanding anything to the contrary contained in § 13.1-604,...

§ 13.1-605. Issuance of certificate by Commission; recordation of documents - A. Whenever this chapter conditions the effectiveness of a document...

§ 13.1-606. Effective time and date of document - A. Except as otherwise provided in § 13.1-607 and Article...

§ 13.1-607. Correcting filed articles - A. Articles filed with the Commission may be corrected if...

§ 13.1-608. Evidentiary effect of copy of filed document - A certificate delivered with a copy of any document admitted...

§ 13.1-609. Certificate of good standing - A. Anyone may apply to the Commission to furnish a...

§ 13.1-610. Notices and other communications - A. For purposes of this chapter, except for notice to...

§ 13.1-610.1. Householding - A. A corporation shall be deemed to have delivered written...

§ 13.1-611. Number of shareholders - A. For purposes of this chapter, the following identified as...

§ 13.1-612. Penalty for signing false document - A. It shall be unlawful for any person to sign...

§ 13.1-613. Unlawful to transact or offer to transact business as a corporation unless authorized - It shall be unlawful for any person to transact business...

§ 13.1-614. Hearing and finality of Commission action; injunctions - A. The Commission shall have no power to grant a...

§ 13.1-614.1. Definitions - As used in this article: "Corporate action" means any action...

§ 13.1-614.2. Defective corporate actions - A. A defective corporate action shall not be void or...

§ 13.1-614.3. Ratification of defective corporate actions - A. To ratify a defective corporate action under this section,...

§ 13.1-614.4. Action of ratification - A. The quorum and voting requirements applicable to a ratifying...

§ 13.1-614.5. Notice - A. Unless shareholder approval is required under subsection C of...

§ 13.1-614.6. Effect of ratification - From and after the validation effective time, and without regard...

§ 13.1-614.7. Filings - A. After a defective corporate action is ratified under this...

§ 13.1-614.8. Commission proceedings regarding validity of corporate actions - A. Upon application by the corporation, any successor entity to...

§ 13.1-615. Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions - A. The Commission shall assess the registration fees and shall...

§ 13.1-615.1. Charter and entrance fees for corporations - A. Every domestic corporation, upon the granting of its charter...

§ 13.1-616. Fees for filing documents or issuing certificates - The Commission shall charge and collect the following fees, except...

§ 13.1-617. Repealed - Repealed by Acts 2001, c. 545, effective February 1, 2002.

§ 13.1-618. Incorporators - One or more persons may act as the incorporator or...

§ 13.1-619. Articles of incorporation - A. The articles of incorporation shall set forth: 1. A...

§ 13.1-620. Special kinds of business - A. If any corporation is to conduct the business of...

§ 13.1-621. Issuance of certificate of incorporation - If the Commission finds that the articles of incorporation comply...

§ 13.1-622. Liability for preincorporation transactions - All persons purporting to act as or on behalf of...

§ 13.1-623. Organization of corporation - A. After incorporation: 1. If initial directors are named in...

§ 13.1-624. Bylaws - A. The incorporators or board of directors of a corporation...

§ 13.1-625. Emergency bylaws - A. Unless the articles of incorporation provide otherwise, the board...

§ 13.1-626. Purposes - Every corporation incorporated under this Act has the purpose of...

§ 13.1-627. General powers - A. Unless its articles of incorporation provide otherwise, every corporation...

§ 13.1-628. Emergency powers - A. In anticipation of or during an emergency, as described...

§ 13.1-629. Lack of power to act - A. Except as provided in subsection B, the validity of...

§ 13.1-630. Corporate name - A. A corporate name shall contain the word "corporation," "incorporated,"...

§ 13.1-631. Reserved name - A. A person may apply to the Commission to reserve...

§ 13.1-632. Registered name - A. A foreign corporation may register its corporate name, or...

§ 13.1-633. Repealed - Repealed by Acts 2007, c. 771, cl. 2.

§ 13.1-634. Registered office and registered agent - A. Each corporation shall continuously maintain in the Commonwealth: 1....

§ 13.1-635. Change of registered office or registered agent - A. A corporation may change its registered office or registered...

§ 13.1-636. Resignation of registered agent - A. A registered agent may resign as agent for the...

§ 13.1-637. Service on corporation - A. A corporation's registered agent is the corporation's agent for...

§ 13.1-638. Authorized shares - A. The articles of incorporation shall set forth any classes...

§ 13.1-639. Terms of class or series determined by board of directors - A. If the articles of incorporation so provide, the board...

§ 13.1-640. Issued and outstanding shares - A. A corporation may issue the number of shares of...

§ 13.1-641. Fractional shares - A. Unless the articles of incorporation provide otherwise, a corporation...

§ 13.1-642. Subscription for shares before incorporation - A. A subscription for shares entered into before incorporation is...

§ 13.1-643. Issuance of shares - A. The powers granted in this section to the board...

§ 13.1-644. Liability of shareholders and others - A. A purchaser from a corporation of the corporation's own...

§ 13.1-645. Share dividends - A. Unless the articles of incorporation provide otherwise, shares may...

§ 13.1-646. Share rights, options, warrants, and other awards - A. Subject to the provisions of § 13.1-651, a corporation...

§ 13.1-647. Form and content of certificates evidencing shares - A. Shares may but need not be represented by certificates....

§ 13.1-648. Shares without certificates - A. Unless the articles of incorporation or bylaws provide otherwise,...

§ 13.1-649. Restriction on transfer of shares and other securities - A. The articles of incorporation, the bylaws, an agreement among...

§ 13.1-650. Expense of issue - A corporation may pay the expenses of selling or underwriting...

§ 13.1-651. Shareholders' preemptive rights - A. Unless limited or denied in the articles of incorporation...

§ 13.1-652. Corporation's acquisition of its own shares - A. A corporation may acquire its own shares, and shares...

§ 13.1-653. Distributions to shareholders - A. The board of directors may authorize and the corporation...

§ 13.1-654. Annual meeting - A. Unless directors are elected by written consent in lieu...

§ 13.1-655. Special meeting - A. A corporation shall hold a special meeting of shareholders:...

§ 13.1-656. Court-ordered meeting - A. The circuit court of the city or county where...

§ 13.1-657. Action without meeting - A. Action required or permitted by this chapter to be...

§ 13.1-658. Notice of meeting - A. Except as otherwise provided in subsection F, a corporation...

§ 13.1-659. Waiver of notice - A. A shareholder may waive any notice required by this...

§ 13.1-660. Record date for meeting - A. The bylaws may fix or provide the manner of...

§ 13.1-660.1. Conduct of the meeting - A. At each meeting of shareholders, a chairman shall preside....

§ 13.1-660.2. Remote participation in shareholders' meetings - A. Shareholders of any class or series of shares may...

§ 13.1-661. Shareholders' list for meeting - A. After fixing a record date for a meeting, a...

§ 13.1-662. Voting entitlement of shares - A. Except as provided in subsections B, C, D, and...

§ 13.1-663. Proxies - A. A shareholder may vote the shareholder's shares in person...

§ 13.1-664. Shares held by intermediaries and nominees - A. A corporation's board of directors may establish a procedure...

§ 13.1-664.1. Inspectors of election - A. A public corporation shall, and any other corporation may,...

§ 13.1-665. Corporation's acceptance of votes - A. If the name signed on a vote, ballot, consent,...

§ 13.1-666. Quorum and voting requirements for voting groups - A. Shares entitled to vote as a separate voting group...

§ 13.1-667. Action by single and multiple voting groups - A. If the articles of incorporation or this chapter provides...

§ 13.1-668. Modifying quorum or voting requirements - A. The articles of incorporation may provide for (i) a...

§ 13.1-669. Voting for directors; cumulative voting - A. Unless otherwise provided in the articles of incorporation or...

§ 13.1-669.1. Judicial determination of corporate offices and review of elections and shareholder votes - A. Upon application of, or in a proceeding commenced by,...

§ 13.1-670. Voting trusts - A. One or more shareholders may create a voting trust,...

§ 13.1-671. Voting agreements - A. Two or more shareholders may provide for the manner...

§ 13.1-671.1. Shareholder agreements - A. An agreement among the shareholders of a corporation that...

§ 13.1-672. Repealed - Repealed by Acts 1992, c. 802.

§ 13.1-672.1. Standing; condition precedent; stay of proceedings - A. A shareholder shall not commence or maintain a derivative...

§ 13.1-672.2. Discontinuance or settlement - A. A derivative proceeding may not be settled or discontinued...

§ 13.1-672.3. Foreign corporations - Notwithstanding the provisions of §§ 13.1-672.1 and 13.1-672.4, in any...

§ 13.1-672.4. Dismissal - A. A derivative proceeding shall be dismissed by the court...

§ 13.1-672.5. Payment of and security for expenses - On termination of a derivative proceeding, the court may: 1....

§ 13.1-672.6. Shareholder action to appoint a custodian or receiver for a public corporation - A. The circuit court in any city or county where...

§ 13.1-672.7. Shareholder defined - As used in this article, "shareholder" means a record shareholder,...

§ 13.1-673. Requirement for and duties of board of directors - A. Except as provided in an agreement authorized by §...

§ 13.1-674. Qualifications for directors or for nominees for director - A. The articles of incorporation or bylaws may prescribe qualifications...

§ 13.1-675. Number and election of directors - A. A board of directors shall consist of one or...

§ 13.1-676. Election of directors by certain classes or series of shares - If the articles of incorporation authorize dividing the shares into...

§ 13.1-677. Terms of directors generally - A. The terms of the initial directors of a corporation...

§ 13.1-678. Staggered terms for directors - The articles of incorporation may provide for staggering the terms...

§ 13.1-679. Resignation of directors - A. A director may resign at any time by delivering...

§ 13.1-680. Removal of directors by shareholders - A. The shareholders may remove one or more directors with...

§ 13.1-681. Repealed - Repealed by Acts 2010, c. 782, cl. 2.

§ 13.1-681.1. Removal of directors by judicial proceeding - A. The circuit court in the county or city in...

§ 13.1-682. Vacancy on board of directors - A. Unless the articles of incorporation provide otherwise, if a...

§ 13.1-683. Compensation of directors - Unless the articles of incorporation or bylaws provide otherwise, the...

§ 13.1-684. Meetings of the board of directors - A. The board of directors may hold regular or special...

§ 13.1-685. Action without meeting of board of directors - A. Except to the extent that the articles of incorporation...

§ 13.1-686. Notice of board of directors' meetings - A. Unless the articles of incorporation or bylaws provide otherwise,...

§ 13.1-687. Waiver of notice by director - A. A director may waive any notice required by this...

§ 13.1-688. Quorum and voting by directors - A. Unless the articles of incorporation or bylaws require a...

§ 13.1-689. Committees - A. Unless the articles of incorporation or bylaws provide otherwise,...

§ 13.1-690. General standards of conduct for director - A. A director shall discharge his duties as a director,...

§ 13.1-690.1. Director of open-end management investment company deemed disinterested - A director of a corporation that is an open-end management...

§ 13.1-691. Director conflict of interests - A. A conflict of interests transaction is a transaction with...

§ 13.1-691.1. Business opportunities - A. A director's taking advantage, directly or indirectly, of a...

§ 13.1-692. Liability for unlawful distributions - A. A director who votes for or assents to a...

§ 13.1-692.1. Limitation on liability of officers and directors; exception - A. In any proceeding brought by or in the right...

§ 13.1-693. Required officers - A. Except as provided in an agreement authorized by §...

§ 13.1-694. Duties of officers - A. Each officer has the authority and shall perform the...

§ 13.1-695. Resignation and removal of officers - A. An officer may resign at any time by delivering...

§ 13.1-696. Definitions - As used in this article: "Corporation" includes any corporation and...

§ 13.1-697. Authority to indemnify - A. Except as provided in subsection D, a corporation may...

§ 13.1-698. Mandatory indemnification - Unless limited by its articles of incorporation, a corporation shall...

§ 13.1-699. Advance for expenses - A. A corporation may, before final disposition of a proceeding,...

§ 13.1-700. Repealed - Repealed by Acts 1987, cc. 59, 257.

§ 13.1-700.1. Court orders for advance, reimbursement, or indemnification - A. An individual who is a party to a proceeding...

§ 13.1-701. Determination and authorization of indemnification - A. A corporation may not indemnify a director under §...

§ 13.1-702. Advance for expenses and indemnification for officers - Unless limited by a corporation's articles of incorporation: 1. An...

§ 13.1-703. Insurance - A corporation may purchase and maintain insurance on behalf of...

§ 13.1-704. Application of article - A. Unless the articles of incorporation or bylaws expressly provide...

§ 13.1-705. Authority to amend articles of incorporation - A. A corporation may amend its articles of incorporation at...

§ 13.1-706. Amendment of articles of incorporation by the board of directors - A. Where no shares of the corporation are issued and...

§ 13.1-707. Amendment of articles of incorporation by the board of directors and shareholders - A. Except where shareholder approval of an amendment of the...

§ 13.1-708. Voting on amendments by voting groups - A. Except as otherwise provided in the articles of incorporation,...

§ 13.1-709. Amendment of articles of incorporation by incorporators - If a corporation has not yet issued shares and it...

§ 13.1-710. Articles of amendment - A. After an amendment of the articles of incorporation has...

§ 13.1-711. Restated articles of incorporation - A. A corporation's board of directors may restate its articles...

§ 13.1-712. Repealed - Repealed by Acts 1988, c. 194.

§ 13.1-712.1. Abandonment of amendment or restatement of articles of incorporation - A. After an amendment or restatement of the articles of...

§ 13.1-713. Effect of amendment of articles of incorporation - A. An amendment of the articles of incorporation does not...

§ 13.1-714. Amendment of bylaws by board of directors or shareholders - A. A corporation's shareholders may amend or repeal the corporation's...

§ 13.1-715. Bylaw provisions increasing quorum or voting requirements for the board of directors - A. A bylaw that increases a quorum or voting requirement...

§ 13.1-715.1. Definitions - As used in this article: "Acquired entity" means the domestic...

§ 13.1-716. Merger - A. One or more domestic corporations may merge with one...

§ 13.1-717. Share exchange - A. Through a share exchange: 1. A domestic corporation may...

§ 13.1-718. Action on a plan of merger or share exchange - A. Subject to the provisions of subdivision F 4, in...

§ 13.1-719. Merger between parent and subsidiary or between subsidiaries - A. As used in this section: "Parent entity" means a...

§ 13.1-719.1. Formation of a holding company - A. As used in this section: "Constituent corporation" means a...

§ 13.1-720. Articles of merger or share exchange - A. After a plan of merger or share exchange has...

§ 13.1-721. Effect of merger or share exchange - A. When a merger becomes effective: 1. The domestic or...

§ 13.1-721.1. Abandonment of a merger or share exchange - A. Unless otherwise provided in the plan of merger or...

§ 13.1-722. Repealed - Repealed by Acts 2005, c. 765, cl. 2.

§ 13.1-722.1:1. Definitions - As used in this article: "Domesticated corporation" means the domesticating...

§ 13.1-722.2. Domestication - A. By complying with the provisions of this article applicable...

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

§ 13.1-722.4. Repealed - Repealed by Acts 2019, c. 734, cl. 2, effective July...

§ 13.1-722.5. Articles of domestication; effectiveness - A. After (i) a plan of domestication of a domestic...

§ 13.1-722.6. Amendment of plan of domestication; abandonment - A. A plan of domestication of a domestic corporation may...

§ 13.1-722.7. Repealed - Repealed by Acts 2019, c. 734, cl. 2, effective July...

§ 13.1-722.7:1. Effect of domestication - A. When a domestication of a foreign corporation into a...

§ 13.1-722.8. Definitions - As used in this article: "Conversion" means a transaction pursuant...

§ 13.1-722.9. Conversion - A. By complying with this article, a domestic corporation may...

§ 13.1-722.10. Plan of conversion - A. A domestic corporation may convert to a domestic or...

§ 13.1-722.11. Action on plan of conversion - A. In the case of a conversion of a domestic...

§ 13.1-722.12. Articles of conversion; effectiveness - A. After (i) a plan of conversion of a domestic...

§ 13.1-722.12:1. Amendment of plan of conversion; abandonment - A. A plan of conversion of a converting entity that...

§ 13.1-722.13. Effect of conversion - A. When a conversion becomes effective: 1. All property owned...

§ 13.1-722.14. Repealed - Repealed by Acts 2019, c. 734, cl. 2, effective July...

§ 13.1-723. Disposition of assets not requiring shareholder approval - Unless the articles of incorporation otherwise provide, no approval of...

§ 13.1-724. Shareholder approval of certain dispositions - A. A sale, lease, exchange or other disposition of the...

§ 13.1-725. Definitions - For purposes of this article: An "affiliate" means a person...

§ 13.1-725.1. Affiliated transactions - Notwithstanding any provision to the contrary contained in this chapter,...

§ 13.1-726. Voting requirements for affiliated transactions - Except as provided in § 13.1-727 and notwithstanding the provisions...

§ 13.1-726.1. Determination by disinterested directors - A majority of the disinterested directors shall have the power...

§ 13.1-727. Exceptions - A. The voting requirements set forth in § 13.1-726 do...

§ 13.1-727.1. Nonexclusivity - Except as expressly provided in this article, the provisions of...

§ 13.1-728. Repealed - Repealed by Acts 1988, c. 442.

§ 13.1-728.1. Definitions - As used in this article: "Acquiring person," with respect to...

§ 13.1-728.2. Application - Unless, at the time of any control share acquisition with...

§ 13.1-728.3. Voting rights - A. Notwithstanding any contrary provision of this chapter, shares acquired...

§ 13.1-728.4. Control share acquisition statement - Any acquiring person may, after any control share acquisition or...

§ 13.1-728.5. Meeting of shareholders - A. If the acquiring person so requests at the time...

§ 13.1-728.6. Notice to shareholders - A. If a special meeting of shareholders is required to...

§ 13.1-728.7. Redemption - A. If authorized in a corporation's articles of incorporation or...

§ 13.1-728.8. Appraisal rights - A. Unless otherwise provided in a corporation's articles of incorporation...

§ 13.1-728.9. Nonexclusivity - Except as expressly provided in this article, neither the provisions...

§ 13.1-729. Definitions - As used in this article: "Affiliate" means a person who...

§ 13.1-730. Right to appraisal - A. A shareholder is entitled to appraisal rights, and to...

§ 13.1-731. Assertion of rights by nominees and beneficial owners - A. A record shareholder may assert appraisal rights as to...

§ 13.1-732. Notice of appraisal rights - A. Where any corporate action specified in subsection A of...

§ 13.1-733. Notice of intent to demand payment - A. If a corporate action specified in subsection A of...

§ 13.1-734. Appraisal notice and form - A. If a corporate action requiring appraisal rights under §...

§ 13.1-735. Repealed - Repealed by Acts 2005, c. 765, cl. 2.

§ 13.1-735.1. Perfection of rights; right to withdraw - A. A shareholder who receives notice pursuant to § 13.1-734...

§ 13.1-736. Repealed - Repealed by Acts 2005, c. 765, cl. 2.

§ 13.1-737. Payment - A. Except as provided in § 13.1-738, within 30 days...

§ 13.1-738. After-acquired shares - A. A corporation may elect to withhold payment required by...

§ 13.1-739. Procedure if shareholder dissatisfied with payment or offer - A. A shareholder paid pursuant to § 13.1-737 who is...

§ 13.1-740. Court action - A. If a shareholder makes a demand for payment under...

§ 13.1-741. Court costs and counsel fees - A. The court in an appraisal proceeding commenced under §...

§ 13.1-741.1. Limitations on other remedies for fundamental transactions - A. Except for action taken before the Commission pursuant to...

§ 13.1-742. Dissolution by directors and shareholders - A. The board of directors may propose dissolution for submission...

§ 13.1-743. Articles of dissolution - A. At any time after dissolution is authorized, the corporation...

§ 13.1-744. Revocation of dissolution - A. A corporation may revoke its dissolution at any time...

§ 13.1-745. Effect of dissolution - A. A dissolved corporation continues its corporate existence but may...

§ 13.1-746. Known claims against dissolved corporation - A. A dissolved corporation may dispose of the known claims...

§ 13.1-746.1. Other claims against dissolved corporation - A. A dissolved corporation may deliver notice of its dissolution...

§ 13.1-746.2. Court proceedings - A. A dissolved corporation that has complied with the notice...

§ 13.1-746.3. Director duties - A. Directors shall cause the dissolved corporation to apply its...

§ 13.1-747. Grounds for judicial dissolution - A. The circuit court in any city or county described...

§ 13.1-748. Receivership or custodianship - A. Unless an election to purchase has been filed under...

§ 13.1-749. Decree of dissolution - A. If after a hearing the court determines that one...

§ 13.1-749.1. Election to purchase in lieu of dissolution - A. Unless otherwise provided in the articles of incorporation, in...

§ 13.1-750. Articles of termination of corporate existence - A. When a corporation has distributed all of its assets...

§ 13.1-751. Termination of corporate existence by incorporators or initial directors - A majority of the initial directors, or, if initial directors...

§ 13.1-752. Automatic termination of corporate existence - A. If any domestic corporation fails to file its annual...

§ 13.1-753. Involuntary termination of corporate existence - A. The corporate existence of a corporation may be terminated...

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

§ 13.1-755. Survival of remedy after termination of corporate existence - The termination of corporate existence shall not take away or...

§ 13.1-756. Repealed - Repealed by Acts 1988, c. 405.

§ 13.1-757. Authority to transact business required - A. A foreign corporation may not transact business in the...

§ 13.1-758. Consequences of transacting business without authority - A. A foreign corporation transacting business in the Commonwealth without...

§ 13.1-759. Application for certificate of authority - A. To obtain a certificate of authority to transact business...

§ 13.1-760. Amended certificate of authority - A. A foreign corporation authorized to transact business in the...

§ 13.1-761. Effect of certificate of authority - A. A certificate of authority authorizes the foreign corporation to...

§ 13.1-762. Corporate name of foreign corporation - A. No certificate of authority shall be issued to a...

§ 13.1-763. Registered office and registered agent of foreign corporation - A. Each foreign corporation authorized to transact business in the...

§ 13.1-764. Change of registered office or registered agent of a foreign corporation - A. A foreign corporation authorized to transact business in the...

§ 13.1-765. Resignation of registered agent of foreign corporation - A. A registered agent may resign as agent for the...

§ 13.1-766. Service of process on foreign corporation - A. The registered agent of a foreign corporation authorized to...

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

§ 13.1-766.2. Conversion of foreign corporation authorized to transact business in Commonwealth - A. Whenever a foreign corporation that is authorized to transact...

§ 13.1-767. Withdrawal of foreign corporation - A. A foreign corporation authorized to transact business in the...

§ 13.1-768. Automatic revocation of certificate of authority - A. If any foreign corporation fails to file its annual...

§ 13.1-768.1. Repealed - Repealed by Acts 2020, c. 1226, cl. 2, effective July...

§ 13.1-769. Involuntary revocation of certificate of authority - A. The certificate of authority to transact business in the...

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

§ 13.1-770. Corporate records - A. A corporation shall keep as permanent records minutes of...

§ 13.1-771. Inspection of records by shareholders - A. Subject to subsection D of § 13.1-772, a shareholder...

§ 13.1-772. Scope of inspection right - A. A shareholder may appoint an agent or attorney to...

§ 13.1-773. Court-ordered inspection - A. If a corporation does not allow a shareholder who...

§ 13.1-773.1. Inspection of records by directors - A. A director of a corporation is entitled to inspect...

§ 13.1-774. Financial statements for shareholders - A. Upon the written request of a shareholder, a corporation...

§ 13.1-775. Annual report of domestic and foreign corporations - A. Each domestic corporation, and each foreign corporation authorized to...

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

§ 13.1-775.2. Collection of unpaid bills for registration fees - The registration fee with penalty and interest shall be enforceable,...

§ 13.1-776. Definitions - As used in this article, unless the context otherwise requires,...

§ 13.1-777. Institution of proceeding to determine shareholders - A. Whenever the records of a corporation are such that...

§ 13.1-778. Application to existing corporations - Unless otherwise provided, the provisions of this chapter shall apply...

§ 13.1-779. Savings provision - A. Except as provided in subsection B of this section,...

§ 13.1-780. Repealed - Repealed by Acts 2015, c. 709, cl. 2.

§ 13.1-781. Property title records - A. Whenever the records in the office of the clerk...

§ 13.1-782. Definitions - As used in this article: "Benefit corporation" means a corporation...

§ 13.1-783. Application and effect of article - A. This article shall apply to all benefit corporations. B....

§ 13.1-784. Formation of benefit corporations - A benefit corporation shall be formed in accordance with Article...

§ 13.1-785. Election of status after formation - A corporation that was not formed as a benefit corporation...

§ 13.1-786. Termination of status - A benefit corporation may terminate its status as such and...

§ 13.1-787. Corporate purposes - A. A benefit corporation shall have as one of its...

§ 13.1-788. Standard of conduct for directors - A. Subject to § 13.1-690, in discharging the duties of...

§ 13.1-789. Limitation upon liability of officers - An officer of a benefit corporation shall have no liability...

§ 13.1-790. Right of action - A. The duties of directors and officers under this article,...

§ 13.1-791. Annual benefit report - A. A benefit corporation shall prepare an annual benefit report...

§ 13.1-792. Reserved - Reserved.

Chapter 10 - Virginia Nonstock Corporation Act

§ 13.1-801. Short title - This chapter shall be known as the Virginia Nonstock Corporation...

§ 13.1-802. Reservation of power to amend or repeal - The General Assembly shall have power to amend or repeal...

§ 13.1-803. Definitions - As used in this chapter, unless the context requires a...

§ 13.1-804. Filing requirements - A. A document shall satisfy the requirements of this section,...

§ 13.1-804.1. Filing with the Commission pursuant to reorganization - A. Notwithstanding anything to the contrary contained in § 13.1-804,...

§ 13.1-805. Issuance of certificate by Commission; recordation of documents - A. Whenever this chapter conditions the effectiveness of a document...

§ 13.1-806. Effective time and date of document - A. Except as otherwise provided in § 13.1-807, a certificate...

§ 13.1-807. Correcting filed articles - A. Articles filed with the Commission may be corrected if...

§ 13.1-808. Evidentiary effect of copy of filed document - A certificate attached to a copy of any document admitted...

§ 13.1-809. Certificate of good standing - A. Anyone may apply to the Commission to furnish a...

§ 13.1-810. Notices and other communications - For purposes of this chapter, except for notice to or...

§ 13.1-810.1. Number of members - A. For purposes of this Act, the following identified as...

§ 13.1-811. Penalty for signing false documents - A. It shall be unlawful for any person to sign...

§ 13.1-812. Unlawful to transact or offer to transact business as a corporation unless authorized - It shall be unlawful for any person to transact business...

§ 13.1-813. Hearing and finality of Commission action; injunctions - A. The Commission shall have no power to grant a...

§ 13.1-814. Shares of stock and dividends prohibited - A corporation shall not issue shares of stock. No dividend...

§ 13.1-814.1. Special provisions for community associations - A. As used in this section, "community association" shall mean...

§ 13.1-815. Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions - A. The Commission shall assess the registration fees and shall...

§ 13.1-815.1. Charter and entrance fees for corporations - A. Every domestic corporation, upon the granting of its charter...

§ 13.1-816. Fees for filing documents or issuing certificates - The Commission shall charge and collect the following fees, except...

§ 13.1-817. Repealed - Repealed by Acts 1991, c. 123.

§ 13.1-818. Incorporators - One or more persons may act as the incorporator or...

§ 13.1-819. Articles of incorporation - A. The articles of incorporation shall set forth: 1. A...

§ 13.1-820. Issuance of certificate of incorporation - If the Commission finds that the articles of incorporation comply...

§ 13.1-821. Liability for preincorporation transactions - All persons purporting to act as or on behalf of...

§ 13.1-822. Organization of corporation - A. After incorporation: 1. If initial directors are named in...

§ 13.1-823. Bylaws - A. The incorporators or board of directors of a corporation...

§ 13.1-824. Emergency bylaws - A. Unless the articles of incorporation provide otherwise, the board...

§ 13.1-825. Purposes - Every corporation incorporated under this Act has the purpose of...

§ 13.1-826. General powers - A. Unless its articles of incorporation provide otherwise, every corporation...

§ 13.1-827. Emergency powers - A. In anticipation of or during an emergency defined in...

§ 13.1-828. Ultra vires - A. Except as provided in subsection B, corporate action may...

§ 13.1-829. Corporate name - A. A corporate name shall not contain: 1. Any word...

§ 13.1-830. Reserved name - A. A person may apply to the Commission to reserve...

§ 13.1-831. Registered name - A. A foreign corporation may register its corporate name, or...

§ 13.1-832. Repealed - Repealed by Acts 2007, c. 771, cl. 2.

§ 13.1-833. Registered office and registered agent - A. Each corporation shall continuously maintain in the Commonwealth: 1....

§ 13.1-834. Change of registered office or registered agent - A. A corporation may change its registered office or registered...

§ 13.1-835. Resignation of registered agent - A. A registered agent may resign as agent for the...

§ 13.1-836. Service on corporation - A. A corporation's registered agent is the corporation's agent for...

§ 13.1-837. Members - A corporation may have one or more classes of members...

§ 13.1-838. Annual meeting - A. A corporation shall hold a meeting of members annually...

§ 13.1-839. Special meeting - A. A corporation shall hold a special meeting of members:...

§ 13.1-840. Court-ordered meeting - A. The circuit court of the city or county where...

§ 13.1-841. Corporate action without meeting - A. 1. Corporate action required or permitted by this chapter...

§ 13.1-842. Notice of meeting - A. 1. A corporation shall notify members of the date,...

§ 13.1-843. Waiver of notice - A. A member may waive any notice required by this...

§ 13.1-844. Record date - A. The bylaws may fix or provide the manner of...

§ 13.1-844.1. Conduct of the meeting - A. At each meeting of members, a chairman shall preside....

§ 13.1-844.2. Remote participation in annual and special meetings - A. Members may participate in any meeting of members by...

§ 13.1-845. Members' list for meeting - A. After fixing a record date for a meeting, a...

§ 13.1-846. Voting entitlement of members - A. Members shall not be entitled to vote except as...

§ 13.1-847. Proxies - A. A member entitled to vote may vote in person...

§ 13.1-847.1. Voting procedures and inspectors of elections - A. A corporation may appoint one or more inspectors to...

§ 13.1-848. Corporation's acceptance of votes - A. If the name signed on a vote, ballot, consent,...

§ 13.1-849. Quorum and voting requirements for voting groups - A. The bylaws may provide the number or percentage of...

§ 13.1-850. Action by single and multiple voting groups - A. If the articles of incorporation or this Act provides...

§ 13.1-851. Change in quorum or voting requirements - A. The articles of incorporation may provide for a lesser...

§ 13.1-852. Voting for directors; cumulative voting - A. Unless otherwise provided in the articles of incorporation, directors...

§ 13.1-852.1. Member or director agreements - A. An agreement among the members or the directors of...

§ 13.1-852.2. Voting agreements - A. Two or more members entitled to vote may provide...

§ 13.1-853. Requirement for and duties of board of directors - A. Except as provided in an agreement authorized by §...

§ 13.1-854. Qualification of directors - The articles of incorporation or bylaws may prescribe qualifications for...

§ 13.1-855. Number and election of directors - A. A board of directors shall consist of one or...

§ 13.1-856. Election of directors by certain classes of members - If the articles of incorporation authorize dividing the members into...

§ 13.1-857. Terms of directors generally - A. In the absence of a provision in the articles...

§ 13.1-858. Staggered terms of directors - A. The articles of incorporation may provide for staggering the...

§ 13.1-859. Resignation of directors - A. A director may resign at any time by delivering...

§ 13.1-860. Removal of directors - A. The members may remove one or more directors with...

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Code of Virginia Title 13.1 - Corporations

Code of Virginia
Title 13.1 - Corporations