Title 13.1, Title 13.1. Corporations

A corporation shall not issue shares of stock. No dividend shall be paid and no part of the income of a corporation shall be distributed to its members, directors or officers, except that a corporation may make distributions to another nonprofit corporation that is a member of su…

A. As used in this section, "community association" shall mean a corporation incorporated under this chapter or under former Chapter 2 of this title which owns or has under its care, custody or control real estate subject to a recorded declaration of covenants which obligates a p…

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…

A. The Commission shall assess the registration fees and shall charge and collect the filing fees, charter fees and entrance fees imposed by law. The Commission shall have authority to certify to the Comptroller directing refund of any overpayment of a fee, or of any fee collecte…

A. Every domestic corporation, upon the granting of its charter or upon domestication, shall pay a charter fee in the amount of $50 into the state treasury, and every foreign corporation shall pay an entrance fee of $50 into the state treasury for its certificate of authority to …

The Commission shall charge and collect the following fees, except as provided in § 12.1-21.2: 1. For the filing of articles of entity conversion to convert a corporation to a limited liability company, the fee shall be $100. 2. For filing any one of the following, the fee shall …

One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the Commission for filing.

A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of § 13.1-829. 2. If the corporation is to have no members, a statement to that effect. 3. If the corporation is to have one or more classes of members, any p…

If the Commission finds that the articles of incorporation comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of incorporation. When the certificate of incorporation is effective, the corporate existence shall begin. Upon b…

All persons purporting to act as or on behalf of a corporation, but knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also knew that there was no incorpora…

A. After incorporation: 1. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by adopting bylaws, appointing offic…

A. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.

A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions…

Every corporation incorporated under this Act has the purpose of engaging in any lawful activity, unless: 1. A statute requires the corporation to issue shares or one of the purposes of the corporation is to conduct the business of a public service company other than a sewer comp…

A. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without lim…

A. In anticipation of or during an emergency defined in subsection D, the board of directors of a corporation may: 1. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and 2. Relocate the principal office, designate alternative…

A. Except as provided in subsection B, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. B. A corporation's power to act may be challenged: 1. In a proceeding by a member or a director against the corporation to enjoin the act…

A. A corporate name shall not contain: 1. Any word or phrase that indicates or implies that it is organized for the purpose of conducting any business other than a business that it is authorized to conduct; 2. The word "redevelopment" unless the corporation is organized as an urb…

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

A. A foreign corporation may register its corporate name, or its corporate name with any addition required by § 13.1-924, if the name is distinguishable upon the records of the Commission. B. A foreign corporation registers its corporate name, or its corporate name with any addit…

A. Each corporation shall continuously maintain in the Commonwealth: 1. A registered office that 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 resident of the Commonwealth and either an officer or director of …

A. A corporation 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 the corporation; 2. The address of its current registered off…

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

A. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on the corporation. The registered agent may by instrument in writing, acknowledged before a notary public, designate a natural perso…

A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, the designation of such class or classes and the qualifications and rights of the members of each class shall be set forth in the articles of incor…

A. A corporation may levy dues, assessments, and fees on its members to the extent authorized in the articles of incorporation or bylaws. Dues, assessments, and fees may be imposed on members of the same class either alike or in different amounts or proportions, and may be impose…

A. A membership in a corporation may be terminated or suspended for the reasons and in the manner provided in the articles of incorporation or bylaws. B. The articles of incorporation or bylaws may include a provision to permit a member to resign as a member. C. A proceeding chal…

A. A corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws. B. Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-844.2, meetings of members may be held at such place, in or …

A. A corporation shall hold a special meeting of members: 1. On call of the chairman of the board of directors, the president, the board of directors, or the person or persons authorized to do so by the articles of incorporation or bylaws; or 2. In the absence of a provision in t…

A. The circuit court of the city or county where a corporation's principal office is located, or, if none in the Commonwealth, where its registered office is located, may, after notice to the corporation, order a meeting of members to be held: 1. On petition of any member of the …

A. 1. Corporate action required or permitted by this chapter to be taken at a meeting of the members may be taken without a meeting and without prior notice if the corporate action is taken by all members entitled to vote on the corporate action, in which case no corporate action…

A. 1. A corporation shall notify members of the date, time, and place, if any, of each annual and special members' meeting. Such notice shall be given no less than 10 nor more than 60 days before the meeting date except that notice of a members' meeting to act on an amendment of …

A. A member may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time of the meeting that is the subject of such notice. The waiver shall be in writing, be signed by the member entitled to the notice, and be delivered to…

A. The bylaws may fix or provide the manner of fixing in advance the record date for one or more voting groups in order to make a determination of members for any purpose. If the bylaws do not fix or provide for fixing a record date, the board of directors of the corporation may …

A. At each meeting of members, a chairman shall preside. The chairman shall be appointed as provided in the articles of incorporation, bylaws, or, in the absence of such a provision, by the board of directors. B. Unless the articles of incorporation or bylaws provide otherwise, t…

A. Members may participate in any meeting of members by means of remote communication to the extent the board of directors authorizes such participation for members. Participation by means of remote communication shall be subject to such guidelines and procedures the board of dir…

A. After fixing a record date for a meeting, a corporation shall prepare an alphabetical list of the names of all its members who are entitled to notice of a members' meeting. If the board of directors fixes a different record date to determine the members entitled to vote at the…

A. Members shall not be entitled to vote except as the right to vote shall be conferred by the articles of incorporation or if the articles of incorporation so provide, in the bylaws. B. When directors or officers are to be elected by members, the bylaws may provide that such ele…

A. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy. B. A member or the member's agent or attorney-in-fact may appoint a proxy to vote or otherwise act for the member by signing an appointment form or by a…