Title 13.1, Title 13.1. Corporations

The Commission shall charge and collect the following fees, except as provided in § 12.1-21.2: 1. For filing any one of the following, the fee shall be $100: a. Articles of trust. b. An application for registration as a foreign business trust. c. Articles of domestication. d. Art…

A. It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing under this chapter. B. Any person who violates the provisions of this section is guilty of a Class 1 misdeme…

A. It shall be unlawful for any person to transact business in this Commonwealth as a business trust or to offer or advertise to transact business in this Commonwealth as a business trust unless the alleged business trust is either a domestic business trust or a foreign business …

For purposes of any tax imposed by Title 58.1, a business trust shall be classified as a corporation, an association, a partnership, a trust, a real estate investment trust, a regulated investment company or otherwise, as shall be determined under the United States Internal Reven…

A business trust established in accordance with the provisions of this chapter is a separate legal entity.

Every business trust formed under this chapter has the purpose of engaging in any lawful business, except as otherwise may be provided by the law of this Commonwealth, unless a more limited purpose is set forth in the articles of trust.

Unless the articles of trust provide otherwise, every business trust has the same powers as an individual or any other entity to do all things necessary or convenient to carry out its business and affairs, including, without limitation, the power: 1. To sue and be sued, complain …

One or more persons may form a business trust by signing and filing articles of trust with the Commission. Such person or persons need not be beneficial owners of the business trust after formation has occurred.

A. The articles of trust shall set forth: 1. A name for the business trust that satisfies the requirements of § 13.1-1214; 2. The post office address, including the street and number, if any, of the business trust's initial registered office, the name of the city or county in whi…

A. A business trust may correct its articles of trust at any time to correct a name or address specified in the articles of trust. B. For a correction to the articles of trust to be adopted, the correction shall be adopted by the sole trustee or a majority of the trustees, or in …

A. A business trust name may contain: 1. One or more of the following words: "association," "club," "company," "foundation," "fund," "institute," "society," "syndicate," or "union," or abbreviations of like import; and 2. The word "trust," provided that the context or remaining w…

A. A person may apply to the Commission to reserve the exclusive use of a business trust name, including a designated name for a foreign business trust. If the Commission finds that the business trust name applied for is distinguishable upon the records of the Commission, it shal…

A. Except to the extent otherwise provided in this chapter, the articles of trust, or the governing instrument of the business trust, the sole trustee or a majority of the trustees may amend the articles of trust of a business trust at any time to add or change a provision that i…

A. Except to the extent otherwise provided in this chapter, in the articles of trust or in the governing instrument of the business trust, the sole trustee or a majority of the trustees may restate the articles of trust of a business trust at any time. B. The restatement may incl…

A. Except to the extent otherwise provided in this chapter, in the articles of trust or in the governing instrument of the business trust, a business trust: 1. Shall have perpetual existence; and 2. May not be terminated or revoked by a beneficial owner or other person except in …

A. A governing instrument of a business trust may: 1. Provide that a person shall become a beneficial owner and shall become bound by the governing instrument if such person, or a representative authorized by such person, orally, in writing, or by other action such as payment for…

A. Each domestic business trust and each foreign business trust registered pursuant to Article 9 (§ 13.1-1241 et seq.) of this chapter shall continuously maintain in this Commonwealth: 1. A registered office that may be the same as any of its places of business; and 2. A register…

A. A business trust or a foreign business trust registered to transact business in the Commonwealth may change its registered office or registered agent, or both, upon filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets …

A. A registered agent may resign as agent for the domestic or foreign business trust by signing and filing with the Commission a statement of resignation stating (i) the name of the business trust or foreign business trust, (ii) the name of the agent, and (iii) that the agent res…

A. A domestic or foreign business trust's registered agent is the business trust's agent for service of process, notice, or demand required or permitted by law to be served on the business trust. The registered agent may, by instrument in writing and acknowledged before a notary …

A. 1. A contribution of a beneficial owner to the business trust may be in cash, property, or services rendered, or a promissory note or other binding obligation to contribute cash or property or to perform services. 2. A person may become a beneficial owner of a business trust a…

Except to the extent otherwise expressly provided in the governing instrument of the business trust, the beneficial owners shall be entitled to the same limitation of personal liability extended to shareholders of a Virginia corporation formed under Chapter 9 (§ 13.1-601 et seq.)…

A. Except to the extent otherwise provided in the articles of trust or in the governing instrument of a business trust, a beneficial owner shall have an undivided beneficial interest in the property of the business trust and shall share in the profits and losses of the business t…

A. The trustees may authorize and the business trust may make distributions to its beneficial owners, subject to restriction by the articles of trust or governing instrument and the limitation in subsection C. B. If the trustees do not fix the record date for determining benefici…

A. Except to the extent otherwise provided in the articles of trust or in the governing instrument of a business trust, the trustees shall choose and supervise the officers and employees of the business trust, and the business and affairs of the business trust shall be managed un…

A. A trustee shall discharge his duties as a trustee in accordance with the standards of conduct provided for directors of a Virginia corporation pursuant to §§ 13.1-690 and 13.1-691. B. Subject to the provisions of subsection C, and except to the extent otherwise provided in the…

A. A business trust shall have the power to indemnify and hold harmless any trustee, officer, employee or agent from and against any and all claims and demands to the same extent as a director, officer, employee or agent of a Virginia corporation under Chapter 9 (§ 13.1-601 et se…

A. A business trust may sue and be sued in its own name, and service of process on one of the trustees shall be sufficient to constitute service on the business trust. B. A business trust may be sued for debts and other obligations or liabilities contracted or incurred by the tru…

A beneficial owner may bring a derivative proceeding in the right of a business trust to the same extent, and in the same manner, that a shareholder may bring a derivative proceeding under Chapter 9 (§ 13.1-601 et seq.) of this title.

On termination of a derivative proceeding, the court shall: 1. Order the business trust to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the business trust; or 2…

A business trust 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 trust or a governing instrument;…

A. On application by or for a beneficial owner, the circuit court of the city or county in which the registered office of the business trust is located may decree dissolution of a business trust if it is not reasonably practicable to carry on the business in conformity with the a…

A. The winding up of a business trust shall be completed when all debts, liabilities, and obligations of the business trust have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the business trust ha…

Upon the winding up of a business trust, the assets of the business trust shall be distributed as follows: 1. To creditors, including beneficial owners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the business trust, other than for distribu…

A. When the affairs of a business trust have been wound up pursuant to § 13.1-1236, it shall file articles of cancellation with the Commission. The articles shall set forth: 1. The name of the business trust; 2. The identification number issued by the Commission to the business t…

A. Whether or not the notice described in subsection B of § 13.1-1254 is mailed, if any business trust fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day. B. If any business trust wh…

A. The existence of a business trust may be canceled involuntarily by order of the Commission when it finds that the business trust has: 1. Continued to exceed or abuse the authority conferred upon it by law; 2. Failed to maintain a registered office or a registered agent in the …

A. A business trust that has ceased to exist may apply to the Commission for reinstatement within five years thereafter, unless the cancellation was by order of the Commission (i) entered pursuant to subdivision A 1 of § 13.1-1238.2 or (ii) entered pursuant to § 13.1-1235 and the…

A. Except to the extent otherwise provided in the articles of trust or in the governing instrument of the business trust, a series established in accordance with § 13.1-1219 may be dissolved and its affairs wound up without causing the dissolution of the business trust or any oth…

A. A foreign business trust may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission. B. Subject to the Constitution of the Commonwealth: 1. The laws of the state or other jurisdiction under which a foreign business trust is…

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

A. No certificate of registration shall be issued to a foreign business trust unless the name of such foreign business trust satisfies the requirements of § 13.1-1214. B. If the name of a foreign business trust does not satisfy the requirements of § 13.1-1214, to obtain or mainta…

A. Whenever the articles of trust or other constituent document of a foreign business trust that is registered to transact business in the Commonwealth is amended or corrected, the foreign business trust shall promptly file with the Commission a copy of the amendment or correctio…

A. A foreign business trust registered to transact business in the Commonwealth may apply to the Commission for a certificate of cancellation to cancel its certificate of registration. The application shall be on a form prescribed and furnished by the Commission, which shall set …

A. Whether or not the notice described in subsection B of § 13.1-1254 is mailed, if any foreign business trust fails to pay its annual registration fee on or before December 31 of the year assessed, such foreign business trust shall automatically cease to be authorized to transac…

A. The certificate of registration to transact business in the Commonwealth of any foreign business trust may be canceled involuntarily by order of the Commission when it finds that the foreign business trust: 1. Has continued to exceed or abuse the authority conferred upon it by…