Code of Virginia
Title 13.1 - Corporations
Chapter 10 - Virginia Nonstock Corporation Act

§ 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 Repealed - Repealed by Acts 1991, c. 123.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 Repealed - Repealed by Acts 2007, c. 771, cl. 2.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...

§ 13.1-861. Judicial review of elections - Any member or director aggrieved by an election of directors...

§ 13.1-862. Vacancy on board of directors - A. Unless the articles of incorporation provide otherwise, if a...

§ 13.1-863. Compensation of directors - Unless the articles of incorporation or bylaws provide otherwise, the...

§ 13.1-864. Meetings of the board of directors - A. The board of directors may hold regular or special...

§ 13.1-865. Action without meeting of board of directors - A. Except to the extent that the articles of incorporation...

§ 13.1-866. Notice of board of directors' meetings - A. Unless the articles of incorporation or bylaws provide otherwise,...

§ 13.1-867. Waiver of notice by director - A. A director may waive any notice required by this...

§ 13.1-868. Quorum and voting by directors - A. Unless the articles of incorporation or bylaws require a...

§ 13.1-869. Committees - A. Unless the articles of incorporation or bylaws provide otherwise,...

§ 13.1-870. General standards of conduct for directors - A. A director shall discharge his duties as a director,...

§ 13.1-870.1. Limitation on liability of officers and directors; exception - A. In any proceeding brought by or in the right...

§ 13.1-870.2. Limitation on liability of officers and directors; additional exception - A. As used in this section, "community association" shall mean...

§ 13.1-871. Director conflict of interests - A. A conflict of interests transaction is a transaction with...

§ 13.1-871.1. Business opportunities - A. A director's taking advantage, directly or indirectly, of a...

§ 13.1-872. Required officers - A. Except as provided in an agreement authorized by §...

§ 13.1-873. Duties of officers - Each officer has the authority and shall perform the duties...

§ 13.1-874. Resignation and removal of officers - A. An officer may resign at any time by delivering...

§ 13.1-875. Definitions - In this article: "Corporation" includes any domestic corporation and any...

§ 13.1-876. Authority to indemnify - A. Except as provided in subsection D, a corporation may...

§ 13.1-877. Mandatory indemnification - Unless limited by its articles of incorporation, a corporation shall...

§ 13.1-878. Advance for expenses - A. A corporation may pay for or reimburse the reasonable...

§ 13.1-879. Repealed - Repealed by Acts 1987, cc. 59, 257.

§ 13.1-879.1. Court orders for advances, reimbursement or indemnification - A. An individual who is made a party to a...

§ 13.1-880. Determination and authorization of indemnification - A. A corporation may not indemnify a director under §...

§ 13.1-881. Indemnification of officers - Unless limited by a corporation's articles of incorporation: 1. An...

§ 13.1-882. Insurance - A corporation may purchase and maintain insurance on behalf of...

§ 13.1-883. Application of article - A. Unless the articles of incorporation or bylaws expressly provide...

§ 13.1-884. Authority to amend articles of incorporation - A. A corporation may amend its articles of incorporation at...

§ 13.1-885. Amendment of articles of incorporation by directors - A. Where there are no members, or no members having...

§ 13.1-886. Amendment of articles of incorporation by directors and members - A. Where there are members having voting rights, except where...

§ 13.1-887. Voting on amendments by voting groups - The articles of incorporation may provide that members of a...

§ 13.1-887.1. Amendment prior to organization - When a corporation has not yet completed its organization, its...

§ 13.1-888. Articles of amendment - A. A corporation amending its articles of incorporation shall file...

§ 13.1-889. Restated articles of incorporation - A. A corporation's board of directors may restate its articles...

§ 13.1-890. Repealed - Repealed by Acts 2007, c. 925, cl. 2.

§ 13.1-891. Effect of amendment of articles of incorporation - An amendment to the articles of incorporation does not affect...

§ 13.1-892. Amendment of bylaws by board of directors or members - A corporation's board of directors may amend or repeal the...

§ 13.1-893. Bylaw provisions increasing quorum or voting requirements for directors - A. A bylaw that increases a quorum or voting requirement...

§ 13.1-893.1. Definitions - As used in this article: "Merger" means a business combination...

§ 13.1-894. Merger - A. One or more domestic corporations may merge with one...

§ 13.1-895. Action on plan of merger - A. In the case of a domestic corporation that is...

§ 13.1-896. Articles of merger - A. After a plan of merger has been adopted and...

§ 13.1-897. Effect of merger - A. When a merger becomes effective: 1. The domestic or...

§ 13.1-897.1. Abandonment of a merger - A. Unless otherwise provided in the plan of merger or...

§ 13.1-898. Repealed - Repealed by Acts 2007, c. 925, cl. 2.

§ 13.1-898.1:1. Definitions - As used in this article, unless the context requires a...

§ 13.1-898.2. Domestication - A. A foreign corporation may become a domestic corporation if...

§ 13.1-898.3. Action on plan of domestication by a domestic corporation - A. When the members of a domestic corporation have voting...

§ 13.1-898.4. Articles of domestication - A. After the domestication of a foreign corporation is approved...

§ 13.1-898.5. Surrender of articles of incorporation upon domestication - A. Whenever a domestic corporation has adopted and approved, in...

§ 13.1-898.6. Effect of domestication - A. When a foreign corporation's certificate of domestication in the...

§ 13.1-898.7. Abandonment of domestication - A. Unless otherwise provided in the plan of domestication, after...

§ 13.1-899. Sale of assets in regular course of business - Unless the articles of incorporation provide otherwise, no approval of...

§ 13.1-900. Sale of assets other than in regular course of business - A. A corporation may sell, lease, exchange, or otherwise dispose...

§ 13.1-901. Sale of certain real property by incorporated educational institutions - In all cases where an incorporated educational institution, or its...

§ 13.1-902. Dissolution by directors and members - A. Where there are members having voting rights, a corporation's...

§ 13.1-903. Dissolution by directors - Where there are no members, or no members having voting...

§ 13.1-904. Articles of dissolution - A. At any time after dissolution is approved, the corporation...

§ 13.1-905. Revocation of dissolution - A. A corporation may revoke its dissolution at any time...

§ 13.1-906. Effect of dissolution - A. A dissolved corporation continues its corporate existence but may...

§ 13.1-907. Distribution and plan of distribution of assets - A. The assets of a corporation in the process of...

§ 13.1-908. Known claims against dissolved corporation - A. A dissolved corporation may dispose of the known claims...

§ 13.1-908.1. Other claims against dissolved corporation - A. A dissolved corporation may also (i) deliver notice of...

§ 13.1-908.2. Court proceedings - A. A dissolved corporation that has published a notice under...

§ 13.1-908.3. Director duties - A. The board of directors shall cause the dissolved corporation...

§ 13.1-909. Grounds for judicial dissolution - A. The circuit court in any city or county described...

§ 13.1-910. Receivership or custodianship - A. A court in a judicial proceeding brought to dissolve...

§ 13.1-911. Decree of dissolution - A. If after a hearing the court determines that one...

§ 13.1-912. Articles of termination of corporate existence - A. When a corporation has distributed all of its assets...

§ 13.1-913. Termination of corporate existence by incorporators or initial directors - A majority of the initial directors or, if initial directors...

§ 13.1-914. Automatic termination of corporate existence - A. If any domestic corporation fails to file its annual...

§ 13.1-915. Involuntary termination of corporate existence - A. The corporate existence of a corporation may be terminated...

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

§ 13.1-917. Survival of remedy after termination of corporate existence - The termination of corporate existence shall not take away or...

§ 13.1-918. Repealed - Repealed by Acts 1988, c. 405.

§ 13.1-919. Authority to transact business required - A. A foreign corporation may not transact business in the...

§ 13.1-920. Consequences of transacting business without authority - A. A foreign corporation transacting business in the Commonwealth without...

§ 13.1-921. Application for certificate of authority - A. A foreign corporation may apply to the Commission for...

§ 13.1-922. Amended certificate of authority - A. A foreign corporation authorized to transact business in the...

§ 13.1-923. Effect of certificate of authority - A. A certificate of authority authorizes the foreign corporation to...

§ 13.1-924. Corporate name of foreign corporation - A. No certificate of authority shall be issued to a...

§ 13.1-925. Registered office and registered agent of foreign corporation - A. Each foreign corporation authorized to transact business in the...

§ 13.1-926. Change of registered office or registered agent of a foreign corporation - A. A foreign corporation authorized to transact business in the...

§ 13.1-927. Resignation of registered agent of foreign corporation - A. A registered agent may resign as agent for the...

§ 13.1-928. Service of process on foreign corporation - A. The registered agent of a foreign corporation authorized to...

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

§ 13.1-928.2. Entity conversion of foreign corporation authorized to transact business in Commonwealth - A. Whenever a foreign corporation that is authorized to transact...

§ 13.1-929. Withdrawal of foreign corporation - A. A foreign corporation authorized to transact business in the...

§ 13.1-930. Automatic revocation of certificate of authority - A. If any foreign corporation fails to file its annual...

§ 13.1-931. Involuntary revocation of certificate of authority - A. The certificate of authority to transact business in the...

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

§ 13.1-932. Corporate records - A. A corporation shall keep as permanent records minutes of...

§ 13.1-933. Inspection of records by members - A. Subject to subsection C of § 13.1-934, a member...

§ 13.1-934. Scope of inspection right - A. A member's agent or attorney has the same inspection...

§ 13.1-935. Court-ordered inspection - A. If a corporation does not allow a member who...

§ 13.1-935.1. Inspection of records by directors - A. A director of a corporation is entitled to inspect...

§ 13.1-936. Annual report of domestic and foreign corporations - A. Each domestic corporation, and each foreign corporation authorized to...

§ 13.1-936.1. 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...

§ 13.1-936.2. Collection of unpaid bills for registration fees - The registration fee with penalty and interest shall be enforceable,...

§ 13.1-937. Application to existing corporations - Unless otherwise provided, the provisions of this chapter shall apply...

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

§ 13.1-939. Saving provision - A. Except as provided in subsection B, the repeal of...

§ 13.1-940. Repealed - Repealed by Acts 2015, c. 709, cl. 2.

§ 13.1-941. Repealed - Repealed by Acts 2002, c. 607.

§ 13.1-941.01. Repealed - Repealed by Acts 2021, Sp. Sess. I, c. 487, cl....

§ 13.1-944.1. Definitions - In this article: "Articles of organization" has the same meaning...

§ 13.1-944.2. Entity conversion - A domestic corporation may become a domestic limited liability company...

§ 13.1-944.3. Plan of entity conversion - A. To become a domestic limited liability company, a domestic...

§ 13.1-944.4. Action on plan of entity conversion - A. Where the corporation has no members, or no members...

§ 13.1-944.5. Articles of entity conversion - A. After the plan of entity conversion of a corporation...

§ 13.1-944.6. Effect of entity conversion - A. When an entity conversion under this article becomes effective,...

§ 13.1-944.7. Abandonment of entity conversion - A. Unless otherwise provided in the plan of entity conversion,...

§ 13.1-945. Property title records - A. Whenever the records in the office of the clerk...

§ 13.1-946. Reserved - Reserved.

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Code of Virginia Title 13.1 - Corporations Chapter 10 - Virginia Nonstock Corporation Act

Code of Virginia
Title 13.1 - Corporations
Chapter 10 - Virginia Nonstock Corporation Act