Title 13.1, Corporations

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…

A. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in the Commonwealth, subject, however, to the right of the Commonwealth to revoke the certificate as provided in this Act. B. A foreign corporation holding a valid certific…

A. No certificate of authority shall be issued to a foreign corporation unless the corporate name of such foreign corporation satisfies the requirements of § 13.1-829. B. If the corporate name of a foreign corporation does not satisfy the requirements of § 13.1-829, 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. 2. A registered agent, who shall be: a. An individual who is a resident…

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 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 agent for th…

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

A. Whenever a foreign corporation authorized to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it is incorporated, and such corporation is the surviving entity of the merger, it shall, within …

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 entity conversion becomes effective, file with the Commission a copy of the instrum…

A. A foreign corporation authorized to transact business in the Commonwealth may not withdraw from the Commonwealth until it obtains a certificate of withdrawal from the Commission. B. A foreign corporation authorized to transact business in the Commonwealth may apply to the Comm…

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 notice of the impending revocation of its certificate of authority to transact busin…

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 the corporation: 1. Has continued to exceed the authority conferred upon it by law; 2. Has failed to maintain a registe…

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 members and board of directors, a record of all actions taken by the members or board of directors without a meeting, and a record of all actions taken by a committee of the board of directors in plac…

A. Subject to subsection C of § 13.1-934, a member of a corporation 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 § 13.1-932 if he gives the corporation writ…