Code of Virginia
Title 13.1 - Corporations

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 Repealed - Repealed by Acts 1987, cc. 59, 257.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

Chapter 11 - Industrial Development Corporations

§ 13.1-981. How chapter cited - This chapter shall be known and may be cited as...

§ 13.1-982. Definitions - As used in this chapter, unless a different meaning is...

§ 13.1-983. Incorporation - An industrial development corporation may be incorporated in the Commonwealth...

§ 13.1-984. Corporate name - Every corporation created under this chapter shall have as part...

§ 13.1-985. Governor to approve articles of incorporation - The articles of incorporation shall not be issued by the...

§ 13.1-986. How funds may be derived - A corporation created under this chapter may derive funds from...

§ 13.1-987. Restrictions on powers of corporation - The powers of a corporation shall be subject to the...

§ 13.1-988. Acquisition, transfer, etc., of securities and shares of corporation - Notwithstanding any other provision of law, any person, corporation, including...

§ 13.1-989. Membership in corporation; loans from members - A. Any financial institution is authorized to become a member...

§ 13.1-990. Shares and shareholders - Each share of common stock of a corporation shall have...

§ 13.1-991. Directors - The business and affairs of a corporation shall be conducted...

§ 13.1-992. Executive committee - The board of directors, by a resolution adopted by a...

§ 13.1-993. Restrictions on amendments to articles of incorporation - No amendment to the articles of incorporation shall be made...

§ 13.1-994. Earned surplus - Each year the corporation shall set apart as earned surplus...

§ 13.1-995. Members to have rights of shareholders - The rights given to shareholders under the provisions of §§...

§ 13.1-996. Corporation not authorized to receive money on deposit; deposit of funds of corporation - No corporation organized under the provisions of this chapter shall...

§ 13.1-997. Books and records - A corporation shall keep, in addition to the books and...

§ 13.1-998. Credit of Commonwealth not pledged - Under no circumstances is the credit of the Commonwealth pledged...

Chapter 12 - Virginia Limited Liability Company Act

§ 13.1-1000. Short title - This chapter shall be known as the Virginia Limited Liability...

§ 13.1-1001. Reservation of power to amend or repeal - The General Assembly shall have the power to amend or...

§ 13.1-1001.1. Construction - A. Unless displaced by particular provisions of this chapter, the...

§ 13.1-1002. Definitions - As used in this chapter, unless the context requires a...

§ 13.1-1003. Filing requirements - A. A document shall satisfy the requirements of this section,...

§ 13.1-1003.1. Filings with the Commission pursuant to reorganization - A. Notwithstanding anything to the contrary contained in § 13.1-1003,...

§ 13.1-1004. Issuance of certificate by Commission; recordation of documents - A. Whenever this chapter conditions the effectiveness of a document...

§ 13.1-1005. Fees - The Commission shall charge and collect the following fees: 1....

§ 13.1-1006. Penalty for signing false documents - A. It shall be unlawful for any person to sign...

§ 13.1-1007. Unlawful to transact or offer to transact business as a limited liability company unless authorized - It shall be unlawful for any person to transact business...

§ 13.1-1008. Purposes - Every limited liability company formed under this chapter has the...

§ 13.1-1009. Powers - Unless the articles of organization provide otherwise, every limited liability...

§ 13.1-1010. Organizers - One or more persons may act as organizers of a...

§ 13.1-1010.1. Repealed - Repealed by Acts 2016, c. 288, cl. 2, effective July...

§ 13.1-1011. Articles of organization - A. The articles of organization shall set forth: 1. A...

§ 13.1-1011.1. Articles of correction - A. A limited liability company may correct its articles of...

§ 13.1-1012. Name - A. A limited liability company name shall contain the words...

§ 13.1-1013. Reserved name - A. A person may apply to the Commission to reserve...

§ 13.1-1014. Amendment of articles of organization - A. A limited liability company may amend its articles of...

§ 13.1-1014.1. Restatement of articles of organization - A. A limited liability company may restate its articles of...

§ 13.1-1015. Registered office and registered agent - A. Each domestic limited liability company and each foreign limited...

§ 13.1-1016. Change of registered office or registered agent - A. A limited liability company or a foreign limited liability...

§ 13.1-1017. Resignation of registered agent - A. A registered agent may resign as agent for the...

§ 13.1-1018. Service on limited liability company - A. A domestic or foreign limited liability company's registered agent...

§ 13.1-1018.1. Change of principal office - A. A limited liability company or a foreign limited liability...

§ 13.1-1019. Liability to third parties - Except as otherwise provided by this Code or as expressly...

§ 13.1-1020. Parties to actions - A member of a limited liability company, solely by reason...

§ 13.1-1021. Limited liability company property - Any estate or interest in property may be acquired in...

§ 13.1-1021.1. Agency of members and managers - A. Subject to subsections B and C: 1. Each member...

§ 13.1-1022. Management of limited liability company - A. Except to the extent that the articles of organization...

§ 13.1-1023. Operating agreement - A. Authority. 1. The members of a limited liability company...

§ 13.1-1023.1. Remedies for breach of operating agreement by member or manager - A. An operating agreement may provide that: 1. A member...

§ 13.1-1024. Management of a limited liability company by a manager or managers - A. The articles of organization or an operating agreement of...

§ 13.1-1024.1. General standards of conduct for a manager - A. A manager shall discharge his or its duties as...

§ 13.1-1025. Limitation of liability of members and managers; exception - A. In any proceeding brought by or in the right...

§ 13.1-1026. Business transactions of members or managers with the limited liability company - Except as provided in the articles of organization or an...

§ 13.1-1027. Contributions - A. The contributions of a member to a limited liability...

§ 13.1-1028. Information and records - A. Each limited liability company shall, at its discretion, either...

§ 13.1-1029. Sharing of profits and losses - The profits and losses of a limited liability company shall...

§ 13.1-1030. Sharing of distributions - Distributions of cash or other assets of a limited liability...

§ 13.1-1031. Interim distributions - Except as provided in this article, a member is entitled...

§ 13.1-1032. Resignation of member - A member may resign from a limited liability company only...

§ 13.1-1033. Repealed - Repealed by Acts 1995, c. 168.

§ 13.1-1034. Distribution in kind - Except as provided in writing in the articles of organization...

§ 13.1-1035. Restrictions on making distribution - A. No distribution may be made by a limited liability...

§ 13.1-1036. Liability upon wrongful distribution - If a member has received a distribution in violation of...

§ 13.1-1037. Right to distribution - At the time a member becomes entitled to receive a...

§ 13.1-1038. Nature of interest in limited liability company - A membership interest in a limited liability company is personal...

§ 13.1-1038.1. Admission of members - A. Subject to subsection B, a person may become a...

§ 13.1-1039. Assignment of interest - A. Unless otherwise provided in the articles of organization or...

§ 13.1-1040. Right of assignee to become member - A. Except as otherwise provided in writing in the articles...

§ 13.1-1040.1. Events causing member's dissociation - Except as otherwise provided in the articles of organization or...

§ 13.1-1040.2. Effect of a member's dissociation - A. Except as provided in the articles of organization or...

§ 13.1-1041. Repealed - Repealed by Acts 2004, c. 601.

§ 13.1-1041.1. Member's transferable interest subject to charging order - A. On application by a judgment creditor of a member...

§ 13.1-1042. Right of action; standing; condition precedent; stay of proceeding - A. A member shall not commence or maintain a derivative...

§ 13.1-1043. Proper plaintiff - In a derivative action, the plaintiff shall be a member...

§ 13.1-1044. Pleading - In derivative action, the complaint shall set forth with particularity...

§ 13.1-1045. Expenses - If a derivative action is successful, in whole or in...

§ 13.1-1046. Dissolution; generally - A limited liability company organized under this chapter is dissolved...

§ 13.1-1047. Judicial dissolution - A. On application by or for a member, the circuit...

§ 13.1-1047.1. Waiver of cancellation - Except in the case of an event of dissolution described...

§ 13.1-1048. Winding up - A. The winding up of a limited liability company shall...

§ 13.1-1049. Distribution of assets upon dissolution - Upon the winding up of a limited liability company, the...

§ 13.1-1049.1. Known claims against dissolved limited liability company - A. A dissolved limited liability company may dispose of the...

§ 13.1-1049.2. Other claims against dissolved limited liability company - A. A dissolved limited liability company may also publish notice...

§ 13.1-1049.3. Court proceedings - A. A dissolved limited liability company that has complied with...

§ 13.1-1050. Articles of cancellation - A. When the affairs of a limited liability company have...

§ 13.1-1050.1. Repealed - Repealed by Acts 2008, c. 108, cl. 2, effective April...

§ 13.1-1050.2. Automatic cancellation of limited liability company existence - A. Whether or not the notice described in subsection B...

§ 13.1-1050.3. Involuntary cancellation of limited liability company existence - A. The existence of a limited liability company may be...

§ 13.1-1050.4. Reinstatement of a limited liability company that has ceased to exist - A. A limited liability company that has ceased to exist...

§ 13.1-1050.5. Survival of remedy after cancellation of existence - The cancellation of existence of a limited liability company shall...

§ 13.1-1051. Authority to transact business required; governing law - A. A foreign limited liability company may not transact business...

§ 13.1-1052. Application for certificate of registration - A. To obtain a certificate of registration to transact business...

§ 13.1-1053. Repealed - Repealed by Acts 2008, c. 108, cl. 2, effective April...

§ 13.1-1054. Name of foreign limited liability company - A. No certificate of registration shall be issued to a...

§ 13.1-1055. Amendments; amended applications for registration - A. A foreign limited liability company that is registered to...

§ 13.1-1056. Voluntary cancellation of certificate of registration - A. A foreign limited liability company registered to transact business...

§ 13.1-1056.1. Automatic cancellation of certificate of registration - A. Whether or not the notice described in subsection B...

§ 13.1-1056.2. Involuntary cancellation of certificate of registration - A. The certificate of registration to transact business in the...

§ 13.1-1056.3. Reinstatement of a certificate of registration that has been canceled - A. A foreign limited liability company whose certificate of registration...

§ 13.1-1057. Transaction of business without registration - A. A foreign limited liability company transacting business in the...

§ 13.1-1058. Actions by Attorney General - The Attorney General may bring an action to restrain a...

§ 13.1-1059. Transactions not constituting doing business - A. The following activities of a foreign limited liability company,...

§ 13.1-1060. Merger of foreign limited liability company registered to transact business in Commonwealth - A. Whenever a foreign limited liability company that is registered...

§ 13.1-1060.1. Entity conversion of foreign limited liability company registered to transact business in Commonwealth - A. Whenever a foreign limited liability company that is registered...

§ 13.1-1061. Annual registration fees to be assessed and collected by Commission; application of payment - The Commission shall assess and collect the annual registration fees...

§ 13.1-1062. Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies - A. Every domestic limited liability company, every protected series, every...

§ 13.1-1063. Repealed - Repealed by Acts 2010, c. 703, cl. 3.

§ 13.1-1064. Penalty for failure to timely pay annual registration fees - A. Any domestic or foreign limited liability company, or any...

§ 13.1-1065. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds - A. The Commission shall not file or issue with respect...

§ 13.1-1066. Collection of unpaid bills for annual registration fees - The annual registration fee with penalty and interest shall be...

§ 13.1-1067. Property title records - A. Whenever the records in the office of the clerk...

§ 13.1-1067.1. Repealed - Repealed by Acts 1993, c. 113.

§ 13.1-1068. Repealed - Repealed by Acts 2015, c. 709, cl. 2.

§ 13.1-1069. Repealed - Repealed by Acts 2005, c. 839, effective October 1, 2005.

§ 13.1-1069.1. Definitions - As used in this article: "Merger" means a business combination...

§ 13.1-1070. Merger - A. One or more domestic limited liability companies may merge...

§ 13.1-1071. Action on a plan of merger - Each domestic limited liability company that is a party to...

§ 13.1-1072. Articles of merger - A. After a plan of merger has been adopted and...

§ 13.1-1073. Effect of merger - When a merger takes effect: 1. The separate existence of...

§ 13.1-1073.1. Abandonment of merger - A. Unless otherwise provided in the plan of merger or...

§ 13.1-1074. Definitions - As used in this article, unless the context requires a...

§ 13.1-1075. Domestication - A. A foreign limited liability company may become a domestic...

§ 13.1-1076. Action on plan of domestication by a domestic limited liability company - In the case of a domestic limited liability company, unless...

§ 13.1-1077. Articles of domestication - A. After the domestication of a foreign limited liability company...

§ 13.1-1078. Surrender of articles of organization upon domestication - A. Whenever a domestic limited liability company has approved, in...

§ 13.1-1079. Effect of domestication - A. When a foreign limited liability company's certificate of domestication...

§ 13.1-1080. Abandonment of domestication - A. Unless otherwise provided in the plan of domestication, after...

§ 13.1-1081. Definitions - As used in this article: "Articles of incorporation" has the...

§ 13.1-1082. Entity conversion - A. A domestic limited liability company may become a domestic...

§ 13.1-1083. Plan of entity conversion - A. In the case of a domestic limited liability company...

§ 13.1-1084. Action on plan of entity conversion - A. In the case of a domestic limited liability company...

§ 13.1-1085. Articles of entity conversion - A. After the conversion of a domestic limited liability company...

§ 13.1-1086. Effect of entity conversion - A. When an entity conversion under this article becomes effective,...

§ 13.1-1087. Abandonment of entity conversion - A. Unless otherwise provided in the plan of entity conversion,...

§ 13.1-1088. Definitions - As used in this article, unless the context requires a...

§ 13.1-1089. Nature of protected series - A protected series of a series limited liability company is...

§ 13.1-1090. Powers and duration of protected series - A. A protected series of a series limited liability company...

§ 13.1-1091. Governing law - The law of the Commonwealth governs: 1. The internal affairs...

§ 13.1-1092. Relation of operating agreement, this article, and the other articles of this chapter - A. Except as otherwise provided in this section and subject...

§ 13.1-1093. Additional limitations on operating agreement - A. An operating agreement shall not vary the effect of:...

§ 13.1-1094. Rules for applying other articles of this chapter to specified provisions of this article - A. Except as otherwise provided in subsection B and §...

§ 13.1-1095. Protected series designation; amendment - A. A limited liability company may establish a protected series....

§ 13.1-1096. Name - A. Except as otherwise provided in subsection B, the name...

§ 13.1-1097. Registered office and registered agent - A. The registered office and registered agent in the Commonwealth...

§ 13.1-1098. Service of process, notice, or demand - A. A protected series of a series limited liability company...

§ 13.1-1099. Effectiveness of notice - Notice to a person under subsection B, C, D, or...

§ 13.1-1099.1. Annual registration fees - The Commission shall assess and collect from each protected series...

§ 13.1-1099.2. Associated assets - A. Only an asset of a protected series may be...

§ 13.1-1099.3. Associated members - A. Only a member of a series limited liability company...

§ 13.1-1099.4. Protected series membership interests - A. A protected series membership interest of a protected series...

§ 13.1-1099.5. Management - A. A protected series may have more than one protected...

§ 13.1-1099.6. Right of person not associated member of protected series to information concerning protected series - A. A member of a series limited liability company that...

§ 13.1-1099.7. Limitations on liability - A. A person is not liable, directly or indirectly, by...

§ 13.1-1099.8. Claim seeking to disregard limitation of liability - A. Except as otherwise provided in subsection B, a claim...

§ 13.1-1099.9. Remedies of judgment creditor of associated member or protected series assignee - Any provision of § 13.1-1041.1 that provides or restricts remedies...

§ 13.1-1099.10. Enforcement of claim against non-associated asset - A. As used in this section: "Enforcement date" means 12:01...

§ 13.1-1099.11. Events causing dissolution of protected series - A protected series of a series limited liability company is...

§ 13.1-1099.12. Winding up dissolved protected series; voluntary cancellation - A. Subject to subsection B and in accordance with §...

§ 13.1-1099.13. Waiver of cancellation upon dissolution; reinstatement of series limited liability company - A. If after dissolution the members of a series limited...

§ 13.1-1099.14. Protected series may not be party to entity transaction - A protected series may not: 1. Be a party to...

§ 13.1-1099.15. Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company - A. A series limited liability company may not: 1. Convert...

§ 13.1-1099.16. Merger authorized; parties restricted - A series limited liability company may be party to a...

§ 13.1-1099.17. Plan of merger - In a merger under § 13.1-1099.16, the plan of merger...

§ 13.1-1099.18. Articles of merger - In a merger under § 13.1-1099.16, the articles of merger...

§ 13.1-1099.19. Effect of merger - When a merger under § 13.1-1099.16 becomes effective, in addition...

§ 13.1-1099.20. Application of § 13.1-1099.10 after merger - A. A creditor's right that existed under § 13.1-1099.10 immediately...

§ 13.1-1099.21. Governing law; foreign series limited liability companies and foreign protected series - The law of the jurisdiction of formation of a foreign...

§ 13.1-1099.22. No attribution of activities constituting transacting business or for establishing jurisdiction - In determining whether a foreign series limited liability company or...

§ 13.1-1099.23. Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement - A. A foreign series limited liability company shall obtain from...

§ 13.1-1099.24. Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding - A. Not later than 30 days after becoming a party...

§ 13.1-1099.25. Uniformity of application and construction - In applying and construing this article, consideration shall be given...

§ 13.1-1099.26. Effect on certain actions - This article does not affect an action commenced, proceeding brought,...

§ 13.1-1099.27. Relation to Electronic Signatures in Global and National Commerce Act - This chapter modifies, limits, or supersedes the federal Electronic Signatures...

Chapter 13 - Virginia Professional Limited Liability Company Act

§ 13.1-1100. Reservation of power to amend or repeal - The General Assembly shall have the power to amend or...

§ 13.1-1101. Legislative purpose - It is the legislative intent to provide for the association...

§ 13.1-1101.1. Practice of certain professions by limited liability companies - Unless otherwise prohibited by law or regulation, the professional services...

§ 13.1-1102. Definitions - A. As used in this chapter: "Professional business entity" means...

§ 13.1-1103. Who may become a member - One or more individuals or professional business entities (i) duly...

§ 13.1-1104. Use of initials "P.L.C.," "PLC," "P.L.L.C." or "PLLC" in company name - Any professional limited liability company as defined in § 13.1-1102...

§ 13.1-1105. Certificate of authority for foreign professional limited liability company - A. Notwithstanding any other provision of this chapter, a foreign...

§ 13.1-1106. Merger with foreign professional limited liability company or foreign professional corporation - Any limited liability company organized under this chapter may merge...

§ 13.1-1107. How limited liability company may render professional services; nonprofessional employees and agents; members and managers need not be employees, etc. - No limited liability company organized under this chapter may render...

§ 13.1-1108. Professional law limited liability company may qualify as executor, administrator or in other fiduciary capacity - A professional limited liability company engaged in the practice of...

§ 13.1-1109. Professional relationships not affected; liability for debts, etc., of limited liability company, its members, managers, employees, and agents - The provisions of this chapter shall not be construed to...

§ 13.1-1110. Professional limited liability company not to engage in other business; investment of funds - No professional limited liability company organized under this chapter may...

§ 13.1-1111. Qualifications of members and managers; special provisions for limited liability companies rendering service of architects, professional engineers, land surveyors and landscape architects, and using the title of certified interior design... - Not less than two-thirds of the membership interests of a...

§ 13.1-1112. Special provision for limited liability company engaged in practice of accounting - Before any professional limited liability company may engage in the...

§ 13.1-1113. Registration certificate required for limited liability company engaged in practice of law - Before any professional limited liability company may engage in the...

§ 13.1-1114. Repealed - Repealed by Acts 1994, c. 349.

§ 13.1-1115. Transfer of membership interests - A. No member of a professional limited liability company organized...

§ 13.1-1116. Disqualification of member, manager, agent or employee - If any member, manager, agent or employee of a professional...

§ 13.1-1117. Conversion into nonprofessional company; disposition of membership interests of deceased or disqualified members - A. A professional limited liability company organized under this chapter...

§ 13.1-1118. Management - Unless the articles of organization or an operating agreement provides...

§ 13.1-1119. Repealed - Repealed by Acts 2002, ch. 346.

§ 13.1-1120. Income and property taxes - All professional limited liability companies organized or qualifying under the...

§ 13.1-1121. Merger - A professional limited liability company operating pursuant to the terms...

§ 13.1-1122. Application of Chapter 12 of this title - The provisions of Chapter 12 (§ 13.1-1000 et seq.) of...

§ 13.1-1123. Coordination with other provisions of Virginia Code - For purposes of all sections of this Code other than...

Chapter 14 - Virginia Business Trust Act

§ 13.1-1200. Short title - This chapter shall be known as the Virginia Business Trust...

§ 13.1-1201. Definitions - As used in this chapter, unless the context requires a...

§ 13.1-1202. Filing requirements - A. A document shall satisfy the requirements of this section,...

§ 13.1-1203. Issuance of certificate by Commission; recordation of documents - A. Whenever this chapter conditions the effectiveness of a document...

§ 13.1-1204. Fees for filing documents and issuing certificates - The Commission shall charge and collect the following fees, except...

§ 13.1-1205. Unlawful to sign false documents; penalty - A. It shall be unlawful for any person to sign...

§ 13.1-1206. Unlawful to transact or offer to transact business as a business trust; penalty - A. It shall be unlawful for any person to transact...

§ 13.1-1207. Tax classification - For purposes of any tax imposed by Title 58.1, a...

§ 13.1-1208. Separate legal entity - A business trust established in accordance with the provisions of...

§ 13.1-1209. Purposes - Every business trust formed under this chapter has the purpose...

§ 13.1-1210. Powers - Unless the articles of trust provide otherwise, every business trust...

§ 13.1-1211. Formation - One or more persons may form a business trust by...

§ 13.1-1212. Articles of trust - A. The articles of trust shall set forth: 1. A...

§ 13.1-1213. Articles of correction - A. A business trust may correct its articles of trust...

§ 13.1-1214. Name - A. A business trust name may contain: 1. One or...

§ 13.1-1215. Reserved name - A. A person may apply to the Commission to reserve...

§ 13.1-1216. Amendment of articles of trust - A. Except to the extent otherwise provided in this chapter,...

§ 13.1-1217. Restatement of articles of trust - A. Except to the extent otherwise provided in this chapter,...

§ 13.1-1218. Existence - A. Except to the extent otherwise provided in this chapter,...

§ 13.1-1219. Governing instrument - A. A governing instrument of a business trust may: 1....

§ 13.1-1220. Registered office and registered agent - A. Each domestic business trust and each foreign business trust...

§ 13.1-1221. Change of registered office or registered agent - A. A business trust or a foreign business trust registered...

§ 13.1-1222. Resignation of registered agent - A. A registered agent may resign as agent for the...

§ 13.1-1223. Service on business trust - A. A domestic or foreign business trust's registered agent is...

§ 13.1-1224. Beneficial owners - A. 1. A contribution of a beneficial owner to the...

§ 13.1-1225. Limited liability - Except to the extent otherwise expressly provided in the governing...

§ 13.1-1226. Beneficial interests - A. Except to the extent otherwise provided in the articles...

§ 13.1-1227. Distributions to beneficial owners - A. The trustees may authorize and the business trust may...

§ 13.1-1228. Trustee management; limitation on duties and liabilities of others - A. Except to the extent otherwise provided in the articles...

§ 13.1-1229. Trustee standards of conduct; trustee liability; restrictions on liability limitations in governing instrument - A. A trustee shall discharge his duties as a trustee...

§ 13.1-1230. Indemnification - A. A business trust shall have the power to indemnify...

§ 13.1-1231. Capacity to sue and be sued; process; liabilities and obligations; attachment; seizure of certain assets - A. A business trust may sue and be sued in...

§ 13.1-1232. Right of action - A beneficial owner may bring a derivative proceeding in the...

§ 13.1-1233. Payment of and security for expenses - On termination of a derivative proceeding, the court shall: 1....

§ 13.1-1234. Dissolution generally - A business trust organized under this chapter is dissolved and...

§ 13.1-1235. Judicial dissolution - A. On application by or for a beneficial owner, the...

§ 13.1-1236. Winding up - A. The winding up of a business trust shall be...

§ 13.1-1237. Distribution of assets upon dissolution - Upon the winding up of a business trust, the assets...

§ 13.1-1238. Articles of cancellation - A. When the affairs of a business trust have been...

§ 13.1-1238.1. Automatic cancellation of business trust existence - A. Whether or not the notice described in subsection B...

§ 13.1-1238.2. Involuntary cancellation of business trust existence - A. The existence of a business trust may be canceled...

§ 13.1-1239. Reinstatement of a business trust that has ceased to exist - A. A business trust that has ceased to exist may...

§ 13.1-1240. Dissolution of series - A. Except to the extent otherwise provided in the articles...

§ 13.1-1241. Authority to transact business required; governing law - A. A foreign business trust may not transact business in...

§ 13.1-1242. Application for certificate of registration - A. A foreign business trust may apply to the Commission...

§ 13.1-1243. Repealed - Repealed by Acts 2008, c. 101, cl. 2, effective April...

§ 13.1-1244. Name - A. No certificate of registration shall be issued to a...

§ 13.1-1245. Amendments; amended applications for registration - A. Whenever the articles of trust or other constituent document...

§ 13.1-1246. Voluntary cancellation of certificate of registration - A. A foreign business trust registered to transact business in...

§ 13.1-1246.1. Automatic cancellation of registration - A. Whether or not the notice described in subsection B...

§ 13.1-1246.2. Involuntary cancellation of registration - A. The certificate of registration to transact business in the...

§ 13.1-1246.3. Reinstatement of a certificate of registration that has been canceled - A. A foreign business trust whose certificate of registration to...

§ 13.1-1247. Transaction of business without registration; civil penalty - A. A foreign business trust transacting business in the Commonwealth...

§ 13.1-1248. Actions by Attorney General - The Attorney General may bring an action to restrain a...

§ 13.1-1249. Transactions not constituting doing business - A. The following activities of a foreign business trust, among...

§ 13.1-1250. Merger of foreign business trust registered to transact business in Commonwealth - A. Whenever a foreign business trust registered to transact business...

§ 13.1-1250.1. Entity conversion of foreign business trust registered to transact business in Commonwealth - A. Whenever a foreign business trust that is registered to...

§ 13.1-1251. Annual registration fees to be assessed and collected by Commission; application of payment - The Commission shall assess and collect the annual registration fees...

§ 13.1-1252. Assessment of annual registration fees; annual registration fee to be paid by domestic and foreign business trusts - A. Every domestic business trust, and every foreign business trust...

§ 13.1-1253. Repealed - Repealed by Acts 2013, c. 25, cl. 2.

§ 13.1-1254. Penalty for failure to timely pay annual registration fees or file statement of change - A. Any domestic or any foreign business trust that fails...

§ 13.1-1255. Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds - A. The Commission shall not file or issue with respect...

§ 13.1-1256. Collection by suit and of unpaid bills - The provisions of §§ 13.1-775.1 and 58.1-2814, so far as...

§ 13.1-1257. Authorization for merger - Unless the governing instrument provides otherwise, a domestic business trust...

§ 13.1-1258. Approval - A. Unless otherwise provided in the articles of trust or...

§ 13.1-1259. Exchange of securities; termination or amendment of merger - In connection with a merger, rights or securities of, or...

§ 13.1-1260. Repealed - Repealed by Acts 2003, c. 373, effective October 1, 2003.

§ 13.1-1261. Articles of merger - A. After a plan of merger is approved by each...

§ 13.1-1262. Governing instrument - A. Notwithstanding anything to the contrary contained in the governing...

§ 13.1-1263. Effect of merger - When a merger takes effect: 1. The separate existence of...

§ 13.1-1263.1. Abandonment of merger - A. Unless otherwise provided in the plan of merger or...

§ 13.1-1264. Definitions - As used in this article, unless the context requires a...

§ 13.1-1265. Domestication - A. A foreign business trust may become a domestic business...

§ 13.1-1266. Plan of domestication - A. The plan of domestication shall set forth: 1. The...

§ 13.1-1267. Action on plan of domestication by a domestic business trust - A. The plan of domestication shall be approved by the...

§ 13.1-1268. Articles of domestication - A. After the domestication of a foreign entity is approved...

§ 13.1-1269. Surrender of articles of trust upon domestication - A. Whenever a domestic business trust has adopted and approved,...

§ 13.1-1270. Effect of domestication - A. When a foreign business trust's certificate of domestication in...

§ 13.1-1271. Abandonment of domestication - A. Unless otherwise provided in the plan of domestication, after...

§ 13.1-1272. Entity conversion - A. A domestic business trust may become a domestic limited...

§ 13.1-1273. Plan of entity conversion - A. In the case of a domestic business trust that...

§ 13.1-1274. Action on plan of entity conversion - A. In the case of a domestic business trust that...

§ 13.1-1275. Articles of entity conversion - A. After the conversion of a domestic business trust into...

§ 13.1-1276. Effect of entity conversion - A. When an entity conversion under this article becomes effective,...

§ 13.1-1277. Abandonment of entity conversion - A. Unless otherwise provided in the plan of entity conversion,...

§ 13.1-1278. Trust records - A. A business trust shall keep minutes of all meetings...

§ 13.1-1279. Inspection of records by beneficial owners - A. Subject to subsection C of § 13.1-1280, a beneficial...

§ 13.1-1280. Scope of inspection right - A. A beneficial owner's agent or attorney has the same...

§ 13.1-1281. Court-ordered inspection - A. If a business trust does not allow a beneficial...

§ 13.1-1282. Construction and application of chapter and governing instrument - A. The rule that statutes in derogation of the common...

§ 13.1-1283. Reservation of power to amend or repeal - The General Assembly shall have the power to amend or...

§ 13.1-1284. Application to existing real estate investment trusts and foreign business trusts - Unless otherwise provided, the provisions of this chapter shall apply...

§ 13.1-1285. Property title records - A. Whenever the records in the office of the clerk...

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Code of Virginia Title 13.1 - Corporations

Code of Virginia
Title 13.1 - Corporations