West Virginia Code
Chapter 31D. West Virginia Business Corporation Act

§31D-4-402. Use of the Words &Quot;corporation", "incorporated" or "limited"; Prohibitions; Penalties - (a) No person may use the word "corporation" or "incorporated"...

§31D-4-404. Registered Name - (a) A foreign corporation may register its corporate name, or...

Article 5. Office and Agent

§31D-5-501. Registered Office and Registered Agent - Each corporation may continuously maintain in this state: (1) A...

§31D-5-502. Change of Registered Office or Registered Agent - (a) A corporation may change its registered office or registered...

§31D-5-503. Resignation of Registered Agent - (a) A registered agent may resign his or her agency...

§31D-5-504. Service on Corporation - (a) A corporation’s registered agent is the corporation’s agent for...

Article 6. Shares and Distributions

§31D-6-601. Authorized Shares - §31D-6-601. Authorized shares. (a) The articles of incorporation must prescribe...

§31D-6-602. Terms of Class or Series Determined by Board of Directors - (a) If the articles of incorporation provide, the board of...

§31D-6-603. Issued and Outstanding Shares - (a) A corporation may issue the number of shares of...

§31D-6-604. Fractional Shares - (a) A corporation may: (1) Issue fractions of a share...

§31D-6-620. Subscription for Shares Before Incorporation - §31D-6-620. Subscription for shares before incorporation. (a) A subscription for...

§31D-6-621. Issuance of Shares - (a) The powers granted in this section to the board...

§31D-6-622. Liability of Shareholders - (a) A purchaser from a corporation of its own shares...

§31D-6-623. Share Dividends - (a) Unless the articles of incorporation provide otherwise, shares may...

§31D-6-624. Share Options - A corporation may issue rights, options or warrants for the...

§31D-6-625. Form and Content of Certificates - (a) Shares may, but need not, be represented by certificates....

§31D-6-626. Shares Without Certificates - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§31D-6-627. Restriction on Transfer of Shares and Other Securities - (a) The articles of incorporation, bylaws, an agreement among shareholders...

§31D-6-628. Expense of Issue - A corporation may pay the expenses of selling or underwriting...

§31D-6-630. Shareholders' Preemptive Rights - BY SHAREHOLDERS AND CORPORATION. §31D-6-630. Shareholders' preemptive rights. (a) The...

§31D-6-631. Corporation's Acquisition of Its Own Shares - (a) Subject to the provisions of chapter thirty-one-a of this...

§31D-6-640. Distributions to Shareholders - §31D-6-640. Distributions to shareholders. (a) A board of directors may...

Article 7. Shareholders

§31D-7-701. Annual Meeting - §31D-7-701. Annual meeting. (a) A corporation must hold a meeting...

§31D-7-702. Special Meeting - (a) A corporation must hold a special meeting of shareholders:...

§31D-7-703. Court-Ordered Meeting - (a) The circuit court may summarily order a meeting to...

§31D-7-704. Action Without Meeting - (a) Action required or permitted by this chapter to be...

§31D-7-705. Notice of Meeting - (a) A corporation is to notify shareholders of the date,...

§31D-7-706. Waiver of Notice - (a) A shareholder may waive any notice required by this...

§31D-7-707. Record Date - (a) The bylaws may fix or provide the manner of...

§31D-7-708. Conduct of the Meeting - (a) At each meeting of shareholders, a chair shall preside....

§31D-7-720. Shareholders' List for Meeting - §31D-7-720. Shareholders' list for meeting. (a) After fixing a record...

§31D-7-721. Voting Entitlement of Shares - (a) Except as provided in subsections (b) and (d) of...

§31D-7-722. Proxies - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§31D-7-723. Shares Held by Nominees - (a) A corporation may establish a procedure by which the...

§31D-7-724. Corporation's Acceptance of Votes - (a) If the name signed on a vote, consent, waiver...

§31D-7-725. Quorum and Voting Requirements for Voting Groups - (a) Shares entitled to vote as a separate voting group...

§31D-7-726. Action by Single and Multiple Voting Groups - (a) If the articles of incorporation or this chapter provide...

§31D-7-727. Greater Quorum or Voting Requirements - (a) The articles of incorporation may provide for a greater...

§31D-7-728. Voting for Directors; Cumulative Voting - (a) Unless otherwise provided in the articles of incorporation, directors...

§31D-7-729. Inspectors of Election - (a) A corporation having any shares listed on a national...

§31D-7-730. Voting Trusts - §31D-7-730. Voting trusts. (a) One or more shareholders may create...

§31D-7-731. Voting Agreements - (a) Two or more shareholders may provide for the manner...

§31D-7-732. Shareholder Agreements - (a) An agreement among the shareholders of a corporation that...

Article 8. Directors and Officers

§31D-8-801. Requirement for and Duties of Board of Directors - §31D-8-801. Requirement for and duties of board of directors. (a)...

§31D-8-802. Qualifications of Directors - The articles of incorporation or bylaws may prescribe qualifications for...

§31D-8-803. Number and Election of Directors - (a) A board of directors must consist of one or...

§31D-8-804. Election of Directors by Certain Classes of Shareholders - If the articles of incorporation authorize dividing the shares into...

§31D-8-805. Terms of Directors Generally - (a) The terms of the initial directors of a corporation...

§31D-8-806. Staggered Terms for Directors - If there are nine or more directors, the articles of...

§31D-8-807. Resignation of Directors - (a) A director may resign at any time by delivering...

§31D-8-808. Removal of Directors by Shareholders - (a) The shareholders may remove one or more directors with...

§31D-8-809. Removal of Directors by Judicial Proceeding - (a) The circuit court may remove a director of the...

§31D-8-810. Vacancy on Board - (a) Unless the articles of incorporation provide otherwise, if a...

§31D-8-811. Compensation of Directors - Unless the articles of incorporation or bylaws provide otherwise, the...

§31D-8-820. Meetings - §31D-8-820. Meetings. (a) The board of directors may hold regular...

§31D-8-821. Action Without Meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§31D-8-822. Notice of Meeting - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§31D-8-823. Waiver of Notice - (a) A director may waive any notice required by this...

§31D-8-824. Quorum and Voting - (a) Unless the articles of incorporation or bylaws require a...

§31D-8-825. Committees - (a) Unless the articles of incorporation or bylaws provide otherwise,...

§31D-8-830. Standard of Conduct for Directors - §31D-8-830. Standard of conduct for directors. (a) Each member of...

§31D-8-831. Standards of Liability for Directors - (a) A director is not liable to the corporation or...

§31D-8-833. Directors' Liability for Unlawful Distributions - (a) A director who votes for or assents to a...

§31D-8-840. Required Officers - §31D-8-840. Required officers. (a) A corporation has the officers described...

§31D-8-841. Duties of Officers - Each officer has the authority and shall perform the duties...

§31D-8-842. Standards of Conduct for Officers - (a) An officer, when performing in his or her official...

§31D-8-842a. Standards of Liability for Officers - (a) An officer is not liable to the corporation or...

§31D-8-843. Resignation and Removal of Officers - (a) An officer may resign at any time by delivering...

§31D-8-844. Contract Rights of Officers - (a) The appointment of an officer does not itself create...

§31D-8-850. Part Definitions - §31D-8-850. Part definitions. In this part: (1) "Corporation" includes any...

§31D-8-851. Permissible Indemnification - (a) Except as otherwise provided in this section, a corporation...

§31D-8-852. Mandatory Indemnification - A corporation must indemnify a director who was wholly successful,...

§31D-8-853. Advance for Expenses - (a) A corporation may, before final disposition of a proceeding,...

§31D-8-854. Circuit Court-Ordered Indemnification and Advance for Expenses - (a) A director who is a party to a proceeding...

§31D-8-855. Determination and Authorization of Indemnification - (a) A corporation may not indemnify a director under section...

§31D-8-856. Indemnification of Officers - (a) A corporation may indemnify and advance expenses under this...

§31D-8-857. Insurance - A corporation may purchase and maintain insurance on behalf of...

§31D-8-858. Variation by Corporate Action; Application of Part - (a) A corporation may, by a provision in its articles...

§31D-8-859. Exclusivity of Part - A corporation may provide indemnification or advance expenses to a...

§31D-8-860. Directors' Conflicting Interest Transactions - §31D-8-860. Directors' conflicting interest transactions. (a) No contract or transaction...

Article 10. Amendment of Articles of Incorporation and Bylaws

§31D-10-1001. Authority to Amend - §31D-10-1001. Authority to amend. (a) A corporation may amend its...

§31D-10-1002. Amendment Before Issuance of Shares - If a corporation has not yet issued shares, its board...

§31D-10-1003. Amendment by Board of Directors and Shareholders - If a corporation has issued shares, an amendment to the...

§31D-10-1004. Voting on Amendments by Voting Groups - (a) If a corporation has more than one class of...

§31D-10-1005. Amendment by Board of Directors - Unless the articles of incorporation provide otherwise, a corporation's board...

§31D-10-1006. Articles of Amendment - After an amendment to the articles of incorporation has been...

§31D-10-1007. Restated Articles of Incorporation - (a) A corporation's board of directors may restate its articles...

§31D-10-1008. Amendment Pursuant to Reorganization - (a) A corporation's articles of incorporation may be amended without...

§31D-10-1009. Effect of Amendment - An amendment to the articles of incorporation does not affect...

§31D-10-1020. Amendment by Board of Directors or Shareholders - §31D-10-1020. Amendment by board of directors or shareholders. (a) A...

§31D-10-1021. Bylaw Increasing Quorum or Voting Requirement for Directors - (a) A bylaw that increases a quorum or voting requirement...

Article 11. Mergers and Share Exchanges

§31D-11-1101. Definitions - As used in this article: (a) "Interests" means the proprietary...

§31D-11-1102. Merger - (a) One or more domestic corporations may merge with a...

§31D-11-1103. Share Exchange - (a) Through a share exchange: (1) A domestic corporation may...

§31D-11-1104. Action on a Plan of Merger or Share Exchange - In the case of a domestic corporation that is a...

§31D-11-1105. Merger Between Parent and Subsidiary or Between Subsidiaries - (a) A domestic parent corporation that owns shares of a...

§31D-11-1106. Articles of Merger or Share Exchange - (a) After a plan of merger or share exchange has...

§31D-11-1107. Effect of Merger or Share Exchange - (a) When a merger takes effect: (1) The corporation or...

§31D-11-1108. Abandonment of a Merger or Share Exchange - (a) Unless otherwise provided in a plan of merger or...

§31D-11-1109. Conversion of a Domestic Corporation to a Domestic Limited Liability Company - (a) A corporation of this state may convert to a...

Article 12. Disposition of Assets

§31D-12-1201. Disposition of Assets Not Requiring Shareholder Approval - No approval of the shareholders of a corporation is required,...

§31D-12-1202. Shareholder Approval of Certain Dispositions - (a) A sale, lease, exchange or other disposition of assets,...

Article 13. Appraisal Rights

§31D-13-1301. Definitions - §31D-13-1301. Definitions. In this article: (1) "Affiliate" means a person...

§31D-13-1302. Right to Appraisal - (a) A shareholder is entitled to appraisal rights, and to...

§31D-13-1303. Assertion of Rights by Nominees and Beneficial Owners - (a) A record shareholder may assert appraisal rights as to...

§31D-13-1320. Notice of Appraisal Rights - §31D-13-1320. Notice of appraisal rights. (a) If proposed corporate action...

§31D-13-1321. Notice of Intent to Demand Payment - (a) If proposed corporate action requiring appraisal rights under section...

§31D-13-1322. Appraisal Notice and Form - (a) If proposed corporate action requiring appraisal rights under subsection...

§31D-13-1323. Perfection of Rights; Right to Withdraw - (a) A shareholder who receives notice pursuant to section one...

§31D-13-1324. Payment - (a) Except as provided in section one thousand three hundred...

§31D-13-1325. After-Acquired Shares - (a) A corporation may elect to withhold payment required by...

§31D-13-1326. Procedure if Shareholder Dissatisfied With Payment or Offer - (a) A shareholder paid pursuant to section one thousand three...

§31D-13-1330. Court Action - §31D-13-1330. Court action. (a) If a shareholder makes demand for...

§31D-13-1331. Court Costs and Counsel Fees - (a) The court in an appraisal proceeding commenced under section...

Article 14. Dissolution

§31D-14-1401. Dissolution by Incorporators or Initial Directors - §31D-14-1401. Dissolution by incorporators or initial directors. A majority of...

§31D-14-1402. Dissolution by Board of Directors and Shareholders - (a) A corporation's board of directors may propose dissolution for...

§31D-14-1403. Articles of Dissolution - (a) At any time after dissolution is authorized, the corporation...

§31D-14-1404. Revocation of Dissolution - (a) A corporation may revoke its dissolution within one hundred...

§31D-14-1405. Effect of Dissolution - (a) A dissolved corporation continues its corporate existence but may...

§31D-14-1406. Known Claims Against Dissolved Corporation - (a) A dissolved corporation may dispose of the known claims...

§31D-14-1407. Unknown Claims Against Dissolved Corporation - (a) A dissolved corporation may also publish notice of its...

§31D-14-1420. Grounds for Administrative Dissolution - (a) The Secretary of State may commence a proceeding under...

§31D-14-1421. Procedure for and Effect of Administrative Dissolution - (a) If the Secretary of State determines that one or...

§31D-14-1422. Reinstatement Following Administrative Dissolution - (a) A corporation administratively dissolved under section one thousand four...

§31D-14-1423. Appeal From Denial of Reinstatement - (a) If the Secretary of State denies a corporation's application...

§31D-14-1430. Grounds for Judicial Dissolution - §31D-14-1430. Grounds for judicial dissolution. The circuit court may dissolve...

§31D-14-1431. Procedure for Judicial Dissolution - (a) It is not necessary to make shareholders parties to...

§31D-14-1432. Receivership or Custodianship - (a) A circuit court in a judicial proceeding brought to...

§31D-14-1433. Decree of Dissolution - (a) If after a hearing the circuit court determines that...

§31D-14-1434. Election to Purchase in Lieu of Dissolution - (a) In a proceeding under subdivision (2), section one thousand...

§31D-14-1440. Deposit With State Treasurer - §31D-14-1440. Deposit with State Treasurer. Assets of a dissolved corporation...

Article 15. Foreign Corporations

§31D-15-1501. Authority to Transact Business and Jurisdiction Over Foreign Corporations - (a) A foreign corporation may not conduct affairs in this...

§31D-15-1502. Consequences of Transacting Business Without Authority - (a) A foreign corporation transacting business in this state without...

§31D-15-1503. Application for Certificate of Authority - (a) A foreign corporation may apply for a certificate of...

§31D-15-1504. Amended Certificate of Authority - (a) A foreign corporation authorized to transact business in this...

§31D-15-1505. Effect of Certificate of Authority - (a) A certificate of authority authorizes the foreign corporation to...

§31D-15-1506. Corporate Name of Foreign Corporation - (a) If the corporate name of a foreign corporation does...

§31D-15-1507. Registered Office and Registered Agent of Foreign Corporation - Each foreign corporation authorized to transact business in this state...

§31D-15-1508. Change of Registered Office or Registered Agent of Foreign Corporation - (a) A foreign corporation authorized to transact business in this...

§31D-15-1509. Resignation of Registered Agent of Foreign Corporation - (a) The registered agent of a foreign corporation may resign...

§31D-15-1510. Service on Foreign Corporation - (a) The registered agent of a foreign corporation authorized to...

§31D-15-1520. Withdrawal of Foreign Corporation - §31D-15-1520. Withdrawal of foreign corporation. (a) A foreign corporation authorized...

§31D-15-1521. Revocation of Withdrawal - (a) A corporation may revoke its withdrawal within one hundred...

§31D-15-1530. Grounds for Revocation - The Secretary of State may commence a proceeding under section...

§31D-15-1531. Procedure for and Effect of Revocation - (a) If the Secretary of State determines that one or...

§31D-15-1532. Reinstatement Following Administrative Revocation - (a) A corporation that has had its certificate of authority...

§31D-15-1533. Appeal From Denial of Reinstatement - (a) If the Secretary of State denies a corporation's application...

Article 16. Records and Reports

§31D-16-1601. Corporate Records - §31D-16-1601. Corporate records. (a) A corporation shall keep as permanent...

§31D-16-1602. Inspection of Records by Shareholders - (a) A shareholder of a corporation is entitled to inspect,...

§31D-16-1603. Scope of Inspection Right - (a) A shareholder's agent or attorney has the same inspection...

§31D-16-1604. Court-Ordered Inspection - (a) If a corporation does not allow a shareholder who...

§31D-16-1605. Inspection of Records by Directors - (a) A director of a corporation is entitled to inspect...

§31D-16-1606. Exception to Notice Requirement - (a) Whenever notice is required to be given under any...

§31D-16-1620. Financial Statements for Shareholders - §31D-16-1620. Financial statements for shareholders. (a) Unless unanimously waived by...

Article 17. Transition Provisions

§31D-17-1701. Application to Existing Domestic Corporations - This chapter applies to all domestic corporations in existence on...

§31D-17-1702. Application to Qualified Foreign Corporations - A foreign corporation authorized to transact business in this state...

§31D-17-1703. Effective Date - This chapter takes effect October 1, 2002.

<< Previous

Next >>

West Virginia Code Chapter 31D. West Virginia Business Corporation Act

West Virginia Code
Chapter 31D. West Virginia Business Corporation Act