Title 13.1, Corporations

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…

A. A shareholder shall not commence or maintain a derivative proceeding unless the shareholder: 1. Was a shareholder of the corporation at the time of the act or omission complained of, became a shareholder through transfer by operation of law from one who was a shareholder at th…

A. A derivative proceeding may not be settled or discontinued without the court's approval. If the court determines that a proposed discontinuance or settlement will substantially and adversely affect the interests of the corporation's shareholders or a class or series of the cor…

Notwithstanding the provisions of §§ 13.1-672.1 and 13.1-672.4, in any derivative proceeding in the right of a foreign corporation, subject to the court's determination of whether the courts of the Commonwealth are a convenient forum for such a proceeding, the matters covered by …

A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection B has, whether before or after the commencement of the derivative proceeding: 1. Conducted a review and evaluation, adequately informed in the circ…

On termination of a derivative proceeding, the court may: 1. Order the corporation to pay the plaintiff's expenses incurred in the proceeding if it finds that the derivative proceeding has resulted in a substantial benefit to the corporation; or 2. Order the plaintiff or the plai…

A. The circuit court in any city or county where a public corporation's principal office is or was last located, or, if none in the Commonwealth, where its registered office is or was last located may appoint one or more persons to be custodians, or, if the corporation is insolve…

As used in this article, "shareholder" means a record shareholder, a beneficial shareholder, and a voting trust beneficial owner whose entitlement to bring the proceeding under this article is not inconsistent with the voting trust agreement.

As used in this article: "Domesticated corporation" means the domesticating corporation as it continues in existence after a domestication. "Domesticating corporation" means the domestic corporation that approves a plan of domestication pursuant to § 13.1-722.3 or the foreign cor…

A. By complying with the provisions of this article applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation. B. By complying with the provisions of this article, a …

In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication shall be adopted in the following manner: 1. The plan of domestication shall first be adopted by the board of directors. 2. After adopting the plan of domestication the…

A. After (i) a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter or (ii) a foreign corporation that is the domesticating corporation has approved a domestication as required under its organic law, articles of domestication s…

A. A plan of domestication of a domestic corporation may be amended: 1. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or 2. In the manner provided in the plan, except that a shareholder that was entitled to vo…

A. When a domestication of a foreign corporation into a domestic corporation becomes effective: 1. All property owned by, and every contract right possessed by, the domesticating corporation are the property and contract rights of the domesticated corporation without transfer, re…

A. A domestic corporation may convert to a domestic or foreign eligible entity, or a domestic eligible entity may convert to a domestic corporation, under this article by approving a plan of conversion. The plan of conversion shall include: 1. The name of the converting corporati…

A. In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion shall be adopted in the following manner: 1. The plan of conversion shall first be adopted by the board of directors. 2. After adopting the plan of conversion…

A. After (i) a plan of conversion of a domestic corporation has been adopted and approved as required by this article or (ii) a domestic or foreign eligible entity that is the converting entity has approved a conversion as required under its organic law, or, if applicable, this a…

A. A plan of conversion of a converting entity that is a domestic corporation may be amended: 1. In the same manner as the plan was approved, if the plan does not provide for the manner in which it may be amended; or 2. In the manner provided in the plan, except that shareholders…

A. When a conversion becomes effective: 1. All property owned by, and every contract right possessed by, the converting entity remains the property and contract rights of the converted entity without reversion or impairment; 2. All debts, obligations, and other liabilities of the…

As used in this article: "Conversion" means a transaction pursuant to this article. "Converted entity" means the converting entity as it continues in existence after a conversion. "Converting entity" means the domestic corporation or eligible entity that approves a plan of conver…

A. By complying with this article, a domestic corporation may become (i) a domestic eligible entity or (ii) a foreign eligible entity if the conversion is permitted by the organic law of the foreign entity. B. By complying with this article and applicable provisions of its organi…

As used in this article: "Acquiring person," with respect to any public corporation, means any person who has made or proposes to make a control share acquisition of shares of such public corporation. "Beneficial ownership" means the sole or shared power to dispose or direct the …

Unless, at the time of any control share acquisition with respect to a public corporation, such corporation's articles of incorporation or bylaws provide that this article does not apply to acquisitions of shares of such corporation, shares of such corporation acquired in such co…

A. Notwithstanding any contrary provision of this chapter, shares acquired in a control share acquisition have no voting rights unless voting rights are granted by resolution adopted by the shareholders of the public corporation. If such a resolution is adopted, such shares shall…

Any acquiring person may, after any control share acquisition or before any proposed one, deliver a control share acquisition statement to the public corporation at its principal office. The control share acquisition statement shall set forth all of the following: 1. The identity…

A. If the acquiring person so requests at the time of delivery of a control share acquisition statement and gives an undertaking to pay the corporation's expenses of a special meeting, within 10 days thereafter the directors of the public corporation shall call a special meeting …

A. If a special meeting of shareholders is required to be called pursuant to § 13.1-728.5, notice of the special meeting shall be given by the public corporation to all shareholders of record as of the record date set for the meeting, whether or not entitled to vote at the meetin…

A. If authorized in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, the shares acquired in such control share acquisition with respect to which no control share acquisition statement has been filed with the public corporation m…

A. Unless otherwise provided in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, in the event shares acquired in a control share acquisition are accorded full voting rights and the acquiring person has beneficial ownership of sh…

Except as expressly provided in this article, neither the provisions of this article nor their application to any acquiring person shall limit actions that may be taken, or require the taking of any action, by the board of directors or shareholders with respect to any potential c…

This chapter shall be known as the Virginia Nonstock Corporation Act or the "Act."

The General Assembly shall have power to amend or repeal all or part of this Act at any time, and all domestic and foreign corporations subject to this Act shall be governed by the amendment or repeal.

As used in this chapter, unless the context requires a different meaning: "Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission…

A. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled to be filed with the Commission. B. The document shall be one that this Act requires or permits to be filed with the Commission. C. The…

A. Notwithstanding anything to the contrary contained in § 13.1-804, 13.1-819, 13.1-896, or 13.1-904, whenever, pursuant to any applicable statute of the United States relating to reorganizations of corporations, a plan of reorganization of a corporation has been confirmed by the…

A. Whenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission to evidence the effectiveness of the document, the Commission shall by order issue the certificate if it finds that the document complies with the requirements…

A. Except as otherwise provided in § 13.1-807, a certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission and the articles state that the certificate shall become effective at a …

A. Articles filed with the Commission may be corrected if (i) the articles contain an inaccuracy; (ii) the articles were not properly authorized or defectively signed, attested, sealed, verified, or acknowledged; or (iii) the electronic transmission of the articles to the Commiss…

A certificate attached to a copy of any document admitted to the records of the Commission, bearing the signature of the clerk of the Commission or a member of the staff of the office of the clerk, which in either case may be in facsimile, and the seal of the Commission, which ma…

A. Anyone may apply to the Commission to furnish a certificate of good standing for a domestic or foreign corporation. B. The certificate of good standing shall state that the corporation is in good standing in the Commonwealth and shall set forth: 1. The domestic corporation's c…

For purposes of this chapter, except for notice to or from the Commission: A. Notice shall be in writing except that oral notice of any meeting of the board of directors may be given if expressly authorized by the articles of incorporation or bylaws. B. Unless otherwise agreed be…

A. For purposes of this Act, the following identified as a member in a corporation's current record of members constitutes one member: 1. Two or more persons who together have a single membership interest in the corporation; 2. A corporation, limited liability company, partnershi…

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

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