Title 13.1, Title 13.1. Corporations

A. When a corporation has distributed all of its assets to its creditors and shareholders and voluntary dissolution proceedings have not been revoked, it shall deliver to the Commission for filing articles of termination of corporate existence. The articles shall set forth: 1. Th…

A majority of the initial directors, or, if initial directors were not named in the articles of incorporation and have not been elected, a majority of the incorporators of a corporation that has not issued shares or has not commenced business may dissolve the corporation and term…

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 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 or abuse the authority con…

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

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. The successor to a foreign corporation that transacted business in t…

A. To obtain a certificate of authority to transact business in the Commonwealth, a foreign corporation shall deliver an application to the Commission. The application shall be made on a form prescribed and furnished by the Commission. The application shall be signed in the name …

A. A foreign corporation authorized to transact business in the Commonwealth shall obtain an amended certificate of authority from the Commission if it: 1. Changes its corporate name in the jurisdiction of its formation; 2. Changes its jurisdiction of formation; or 3. Abandons or…

A. A certificate of authority authorizes the foreign corporation to transact business in the Commonwealth subject, however, to the right of the Commonwealth to revoke the certificate as provided in this chapter. B. A foreign corporation holding a valid certificate of authority sh…

A. No certificate of authority shall be issued to a foreign corporation unless the corporate name of such foreign corporation satisfies the requirements of § 13.1-630. B. If the corporate name of a foreign corporation does not satisfy the requirements of § 13.1-630, to obtain or …

A. Each foreign corporation authorized to transact business in the Commonwealth shall continuously maintain in the Commonwealth: 1. A registered office, which may be the same as any of its places of business; and 2. A registered agent, who shall be: a. An individual who is a resi…

A. A foreign corporation authorized 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 forth: 1. The name of t…

A. A registered agent may resign as agent for the foreign corporation by signing and filing with the Commission a statement of resignation stating (i) the name of the foreign corporation, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agen…

A. The registered agent of a foreign corporation authorized to transact business in the Commonwealth shall be an agent of the foreign corporation upon whom any process, notice, order, or demand required or permitted by law to be served upon the corporation may be served. The regi…

A. Whenever a foreign corporation authorized to transact business in the Commonwealth is a party to a merger permitted by the laws of its jurisdiction of formation, and such foreign corporation is the surviving entity of the merger, it shall, within 30 days after such merger beco…

A. Whenever a foreign corporation that is authorized to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such conversion becomes effective, file with the Commission a copy of the instrument of …

A. A foreign corporation authorized to transact business in the Commonwealth may withdraw its certificate of authority by applying to the Commission for a certificate of withdrawal. The application shall be on a form prescribed and furnished by the Commission, which shall set for…

A. If any foreign 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 revocation of its certificate of authority to transact bus…

A. The certificate of authority to transact business in the Commonwealth of any foreign corporation may be revoked by order of the Commission when it finds that such foreign corporation: 1. Has continued to exceed the authority conferred upon it by law; 2. Has failed to maintain …

A. A foreign corporation whose certificate of authority to transact business in the Commonwealth has been withdrawn or revoked may be relieved of the withdrawal or revocation and have its certificate of authority reinstated by the Commission within five years after the date of wi…

A. A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken by the shareholders or board of directors without a meeting, and a record of all actions taken by a committee of the board of directo…

A. Subject to subsection D of § 13.1-772, a shareholder is entitled to inspect and copy, during regular business hours at the corporation's principal office, any of the records of the corporation described in subsection E of § 13.1-770 if the shareholder delivers a signed written…

A. A shareholder may appoint an agent or attorney to exercise the shareholder's inspection and copying rights under § 13.1-771. B. The corporation may, if reasonable, satisfy the right of a shareholder to copy records by furnishing the shareholder copies by photocopy or other mea…

A. If a corporation does not allow a shareholder who complies with subsection A of § 13.1-771 to inspect and copy any records required by that subsection to be available for inspection, the circuit court in the city or county where the corporation's principal office is located, o…

A. A director of a corporation is entitled to inspect and copy the books, records and documents of the corporation at any reasonable time to the extent reasonably related to the performance of the director's duties as a director, including duties as a member of a committee of the…

A. Upon the written request of a shareholder, a corporation shall deliver or make available to the requesting shareholder by posting on its website or by other generally recognized means financial statements for the most recent fiscal year for which annual financial statements ha…

A. Each domestic corporation, and each foreign corporation authorized to transact business in the Commonwealth, shall file, within the time prescribed by this section, an annual report setting forth: 1. The name of the corporation, the address of its principal office, and the jur…

A. Every domestic corporation and every foreign corporation authorized to transact business in the Commonwealth shall pay into the state treasury on or before the last day of the twelfth month next succeeding the month in which it was incorporated or authorized to transact busine…

The registration fee with penalty and interest shall be enforceable, in addition to existing remedies for the collection of taxes, levies and fees, by action in equity, in the name of the Commonwealth, in the appropriate circuit court. Venue shall be in accordance with § 8.01-261…

As used in this article, unless the context otherwise requires, the term: "Asserted shareholder" means an entity holding a certificate for one or more shares of stock of a corporation on which it is stated to be the owner thereof but which is not listed as a shareholder on the re…

A. Whenever the records of a corporation are such that its board of directors determines that there are entities that appear to be lost shareholders who may or may not be entitled to the shares of stock shown by its records or that there may be asserted shareholders, the board of…

Unless otherwise provided, the provisions of this chapter shall apply to all domestic and foreign corporations existing at the time this chapter takes effect and their shareholders. The charter of every corporation heretofore or hereafter organized in this Commonwealth shall be s…

A. Except as provided in subsection B of this section, the repeal of a statute by this chapter does not affect: 1. The operation of the statute or any action taken under it before its repeal; 2. Any ratification, right, remedy, privilege, obligation or liability acquired, accrued…

A. Whenever the records in the office of the clerk of the Commission reflect that a domestic or foreign corporation has changed or corrected its name, merged into a domestic or foreign corporation or eligible entity, converted into a domestic or foreign eligible entity, or domest…

As used in this article: "Benefit corporation" means a corporation organized pursuant to the provisions of this chapter: 1. That has elected to become subject to this article; and 2. The status of which as a benefit corporation has not been terminated under § 13.1-786. "Benefit e…

A. This article shall apply to all benefit corporations. B. The existence of a provision of this article shall not of itself create an implication that a contrary or different rule of law applies to a corporation organized pursuant to the provisions of this chapter that is not a …

A benefit corporation shall be formed in accordance with Article 3 (§ 13.1-618 et seq.), and its articles, as initially filed with the Commission or as amended, shall state that it is a benefit corporation.

A corporation that was not formed as a benefit corporation may become a benefit corporation by amending its articles so that they contain, in addition to matters required by § 13.1-619, a statement that the corporation is a benefit corporation. Any such amendment to the articles …

A benefit corporation may terminate its status as such and cease to be subject to this article by amending its articles to delete the provision required by § 13.1-784 to be set forth in the articles of incorporation, which amendment shall be adopted in accordance with the procedu…

A. A benefit corporation shall have as one of its purposes the purpose of creating a general public benefit. The articles of incorporation of a benefit corporation may identify one or more specific public benefits that it is the purpose of the benefit corporation to create. A spe…

A. Subject to § 13.1-690, in discharging the duties of their respective positions and in considering the best interests of the benefit corporation, the board of directors, committees of the board, and individual directors of a benefit corporation: 1. Shall consider the effects of…

An officer of a benefit corporation shall have no liability for actions taken that the officer believes, in his good faith business judgment, are consistent with (i) the general public benefit or specific public benefit specified in the articles of incorporation or bylaws or othe…

A. The duties of directors and officers under this article, the obligation of a benefit corporation to prepare and make available the annual benefit report required under § 13.1-791, and the general and any specific public benefit purpose of a benefit corporation may be enforced …

A. A benefit corporation shall prepare an annual benefit report that includes all of the following: 1. A narrative description of: a. The ways in which the benefit corporation pursued the general public benefit during the year and the extent to which the general public benefit wa…