Title 13.1, Title 13.1. Corporations

When a corporation has not yet completed its organization, its board of directors or incorporators, in the event that there is no board of directors, may adopt one or more amendments to the corporation's articles of incorporation.

A. A corporation amending its articles of incorporation shall file with the Commission articles of amendment setting forth: 1. The name of the corporation; 2. The text of each amendment adopted or the information required by subdivision L 5 of § 13.1-804; 3. The date of each amen…

A. A corporation's board of directors may restate its articles of incorporation at any time with or without member approval. B. The restatement may include one or more new amendments to the articles. If the restatement includes a new amendment requiring member approval, it shall …

A. After an amendment or restatement of the articles of incorporation has been adopted and approved as required by this article, and at any time before the certificate of amendment or restatement has become effective, the amendment or restatement of the articles of incorporation …

An amendment to the articles of incorporation does not affect a cause of action existing in favor of or against the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than members of the corporation. An amendment changing a corp…

A corporation's board of directors may amend or repeal the corporation's bylaws except to the extent that: 1. The articles of incorporation or § 13.1-893 reserves that power exclusively to the members; or 2. The members in repealing, adopting, or amending a bylaw expressly provid…

A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed: 1. If originally adopted by the members, only by the members, unless the bylaws otherwise provide; or 2. If adopted by the board of directors, either by the members or …

As used in this article: "Merger" means a business combination pursuant to § 13.1-894. "Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. "Survivor" in a merger means the domestic or foreign corporation or the …

A. One or more domestic corporations may merge with one or more domestic or foreign corporations or eligible entities pursuant to a plan of merger, or two or more foreign corporations or domestic or foreign eligible entities may merge, resulting in a survivor that is a domestic c…

A. Through an interest exchange: 1. A domestic corporation may acquire all of the membership interests of one or more classes of members of another domestic or foreign corporation, or all of the eligible interests of one or more classes of eligible interests of a domestic or fore…

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…

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. 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 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, articles of conversion sh…

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 members that…

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, unless the context requires a different meaning: "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 domestic…

A. A foreign corporation may become a domestic corporation if the laws of the jurisdiction in which the foreign corporation is incorporated authorize it to domesticate in another jurisdiction. The laws of the Commonwealth shall govern the effect of domesticating in the Commonweal…

A. When the members of a domestic corporation have voting rights, a plan of domestication shall be adopted in the following manner: 1. The board of directors of the corporation shall adopt the plan of domestication. 2. After adopting a plan of domestication, the board of director…

A. After the domestication of a foreign corporation is approved in the manner required by the laws of the jurisdiction in which the corporation is incorporated, the corporation shall file with the Commission articles of domestication setting forth: 1. The name of the corporation …

A. Whenever a domestic corporation has adopted and approved, in the manner required by this article, a plan of domestication providing for the corporation to be domesticated under the laws of another jurisdiction, the corporation shall file with the Commission articles of incorpo…

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. When a foreign corporation's certificate of domestication in the Commonwealth becomes effective, with respect to that corporation: 1. The title to all real estate and other property remains in the corporation without reversion or impairment; 2. The liabilities remain the liabi…

A. Unless otherwise provided in the plan of domestication, after a plan of domestication has been adopted and approved by a domestic corporation as required by this article, and at any time before the certificate of incorporation surrender has become effective, the plan may be ab…

As used in this article, unless the context requires a different meaning: "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 …

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…

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…