Title 13.1, Corporations

An amendment to the articles of incorporation does not affect a cause of action existing in favor of or against the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation. An amendment changing a corp…

A corporation's board of directors may amend or repeal the corporation's bylaws except to the extent that: 1. The articles of incorporation or § 13.1-893 reserves that power exclusively to the members; or 2. The members in repealing, adopting, or amending a bylaw expressly provid…

A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: 1. If originally adopted by the members, only by the members, unless the bylaws otherwise provide; or 2. If adopted by the board of directors, either by the members or …

As used in this article, unless the context requires a different meaning: "Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee, an officer, or an agent of the corporation,…

A. No defective corporate action shall be void or voidable if ratified in accordance with § 13.1-814.4 or validated in accordance with § 13.1-814.9. B. Ratification under § 13.1-814.4 or validation under § 13.1-814.9 shall not be deemed to be the exclusive means of ratifying or v…

A. To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection B, the board of directors shall adopt resolutions ratifying the action in accordance with § 13.1-814.5, stating: 1. The defe…

A. The quorum and voting requirements applicable to a ratifying action by the board of directors under subsection A of § 13.1-814.4 shall be the quorum and voting requirements applicable to the corporate action proposed to be ratified at the time such ratifying action is taken. B…

A. Unless member approval is required under subsection C of § 13.1-814.4, prompt notice of an action taken under § 13.1-814.4 shall be given to each member, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors and (ii) the date of th…

From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under § 13.1-814.9: 1. Each defective corporate action ratified in accordance with § 13.1-814.4 shall not be void or voidable as a result of the failure of a…

A. After a defective corporate action is ratified under this article for a document required by this chapter to be filed with the Commission, the corporation shall deliver to the Commission for filing: 1. If a filing with the Commission was previously made with respect to such de…

A. Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any member of the corporation, including any such member as of the date of the defective corporate action ratified under § 13.1-814.4, or any other person claiming to b…

As used in this article: "Merger" means a business combination pursuant to § 13.1-894. "Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. "Survivor" in a merger means the domestic or foreign corporation or the …

A. One or more domestic corporations may merge with one or more domestic or foreign corporations or eligible entities pursuant to a plan of merger, or two or more foreign corporations or domestic or foreign eligible entities may merge, resulting in a survivor that is a domestic c…

A. Through an interest exchange: 1. A domestic corporation may acquire all of the membership interests of one or more classes of members of another domestic or foreign corporation, or all of the eligible interests of one or more classes of eligible interests of a domestic or fore…

A. In the case of a domestic corporation that is a party to a merger, where the members of any merging corporation have voting rights the plan of merger shall be adopted by the board of directors. Except as provided in subsection F, after adopting a plan of merger, the board of d…

A. As used in this section: "Parent entity" means a domestic or foreign corporation or eligible entity that holds membership interests in a domestic corporation that possess at least 90 percent of the voting power of each class of membership of the domestic corporation that has v…

A. After a plan of merger has been adopted and approved as required by this Act, articles of merger shall be executed on behalf of each party to the merger. The articles shall set forth: 1. The plan of merger, the names of the parties to the merger, and, for each party that is a …

A. When a merger becomes effective: 1. The domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence as the case may be; 2. The separate existence of every domestic or foreign corporation or eligi…

A. Unless otherwise provided in the plan of merger or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been adopted and approved as required by th…

Unless the articles of incorporation provide otherwise, no approval of the members of a corporation entitled to vote is required: 1. To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business; 2. To mortgag…

A. A corporation may sell, lease, exchange, or otherwise dispose of all, or substantially all, of its assets, with or without the good will, otherwise than in the usual and regular course of business, on the terms and conditions and for the consideration determined by the corpora…

In all cases where an incorporated educational institution, or its board of directors, or trustees, for its benefit, owns or holds more than 1,000 acres of land in one or more tracts outside of a city or incorporated town, such board of trustees or directors may, notwithstanding …

A corporation organized under this chapter is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events: 1. At the time or on the happening of any events specified in writing in the articles of incorporation or bylaws; 2. Dissolu…

A. Where there are members having voting rights, a corporation's board of directors may propose dissolution for submission to the members. B. For a proposal to dissolve to be adopted: 1. The board of directors shall recommend dissolution to the members unless the board of directo…

Where there are no members, or no members having voting rights, the dissolution of the corporation shall be authorized at a meeting of the board of directors upon the adoption of a resolution to dissolve by the vote of a majority of the directors in office.

A. At any time after dissolution is approved, the corporation may dissolve by filing with the Commission articles of dissolution setting forth: 1. The name of the corporation. 2. The date dissolution was authorized. 3. Where there are members having voting rights, either (i) a st…

A. A corporation may revoke its dissolution at any time prior to the effective date of its certificate of termination of corporate existence. B. Revocation of dissolution shall be authorized in the same manner as the dissolution was authorized unless, where members have votes, th…

A. A dissolved corporation continues its corporate existence but may not transact any business except that appropriate to wind up and liquidate its business and affairs, including: 1. Collecting its assets; 2. Disposing of its properties; 3. Discharging or making provision for di…

A. The assets of a corporation in the process of dissolution shall be applied and distributed as follows: 1. All liabilities and obligations of the corporation shall be paid, satisfied and discharged, or adequate provision shall be made therefor; 2. Assets held by the corporation…

A. A dissolved corporation may dispose of the known claims against it by following the procedure described in this section. B. The dissolved corporation shall deliver to each of its known claimants written notice of the dissolution at any time after its effective date. The writte…

A. A dissolved corporation may also (i) deliver notice of its dissolution to any known claimant with a liability or claim that pursuant to subsection D of § 13.1-908 is not treated as a claim for purposes of § 13.1-908 and (ii) publish notice of its dissolution one time in a news…

A. A dissolved corporation that has published a notice under § 13.1-908.1 may file an application with the circuit court of the city or county where the dissolved corporation's principal office, or, if none in the Commonwealth, its registered office, is or was last located for a …

A. The board of directors shall cause the dissolved corporation to apply its remaining assets to discharge or make reasonable provision for the payment of claims and make distributions of assets to members after payment or provision for claims. B. Directors of a dissolved corpora…

A. The circuit court in any city or county described in subsection C may dissolve a corporation: 1. In a proceeding by a member or director if it is established that: a. The directors are deadlocked in the management of the corporate affairs and irreparable injury to the corporat…

A. A court in a judicial proceeding brought to dissolve a corporation may appoint one or more receivers to wind up and liquidate, or one or more custodians to manage while the proceeding is pending, the business and affairs of the corporation. The court shall hold a hearing, afte…

A. If after a hearing the court determines that one or more grounds for judicial dissolution described in § 13.1-909 exist, it may enter a decree directing that the corporation shall be dissolved. The clerk of the court shall deliver a certified copy of the decree to the Commissi…

A. When a corporation has distributed all of its assets and voluntary dissolution proceedings have not been revoked, it shall file articles of termination of corporate existence with the Commission. The articles shall set forth: 1. The name of the corporation; 2. That all the ass…

A majority of the initial directors or, if initial directors were not named in the articles of incorporation and have not been elected, the incorporators of a corporation that has not commenced business may dissolve the corporation and terminate its corporate existence by filing …

A. If any domestic corporation fails to file its annual report or pay its annual registration fee in a timely manner as required by this chapter, the Commission shall mail to each such corporation a notice of the impending termination of its corporate existence. Whether or not su…

A. The corporate existence of a corporation may be terminated involuntarily by order of the Commission when it finds that the corporation (i) has continued to exceed or abuse the authority conferred upon it by law; (ii) has failed to maintain a registered office or a registered a…

A. A corporation that has ceased to exist pursuant to this article may apply to the Commission for reinstatement within five years thereafter unless the corporate existence was terminated by order of the Commission (i) upon a finding that the corporation has continued to exceed o…

The termination of corporate existence shall not take away or impair any remedy available to or against the corporation, its directors, officers or members, for any right or claim existing, or any liability incurred, prior to such termination. Any such action or proceeding by or …

A. A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission. B. The following activities, among others, do not constitute transacting business within the meaning of subsection A: 1. Maintaining, defending,…

A. A foreign corporation transacting business in the Commonwealth without a certificate of authority may not maintain a proceeding in any court in the Commonwealth until it obtains a certificate of authority. B. Notwithstanding subsections A and C, the failure of a foreign corpor…

A. A foreign corporation may apply to the Commission for a certificate of authority to transact business in the Commonwealth. The application shall be made on forms prescribed and furnished by the Commission. The application shall set forth: 1. The name of the foreign corporation…

A. A foreign corporation authorized to transact business in the Commonwealth shall obtain an amended certificate of authority from the Commission: 1. If it changes its corporate name or the state or other jurisdiction of its incorporation; or 2. To abandon or change the designate…