Title 13.1, Title 13.1. Corporations

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. Property held in trust or otherwise dedicated to a charitable purpose shall not be diverted from its trust or charitable purpose by any fundamental transaction except in compliance with the laws of the Commonwealth on cy pres or otherwise dealing with the non-diversion of char…

Nothing in this article shall affect the authority of the Attorney General regarding charitable assets under § 2.2-507.1.

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…

A. A member's agent or attorney has the same inspection and copying rights as the member he represents. B. The right to copy records under § 13.1-933 includes, if reasonable, the right to receive copies by xerographic or other means, including copies through an electronic transmi…

A. If a corporation does not allow a member who complies with subsection A of § 13.1-933 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, or, if…

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 his duties as a director, including duties as a member of a committee, but not for any…

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

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 stat…

A. Every domestic corporation and every foreign corporation authorized to conduct its affairs 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 conduct its a…

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…

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 members. The charter of every corporation heretofore or hereafter organized in this Commonwealth shall be subjec…

The charter of every social, patriotic and benevolent society incorporated by an act of the General Assembly of Virginia prior to the year 1900 for the purpose of perpetuating the memory of men in the military, naval and civil service of the Colonies and of the Continental Congre…

A. Except as provided in subsection B, the repeal of a statute by this Act 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, or incurred under …

In this article: "Articles of organization" has the same meaning specified in § 13.1-1002. "Converting entity" means the domestic corporation that adopts a plan of entity conversion pursuant to this article. "Corporation" has the same meaning specified in § 13.1-803. "Limited lia…

A domestic corporation may become a domestic limited liability company pursuant to a plan of entity conversion that is adopted and approved by the corporation in accordance with the provisions of this article.

A. To become a domestic limited liability company, a domestic corporation shall adopt a plan of entity conversion setting forth: 1. A statement of the corporation's intention to convert to a limited liability company; 2. The terms and conditions of the conversion, including the m…

A. Where the corporation has no members, or no members having voting rights, the plan shall be adopted upon receiving the vote of at least two-thirds of the directors in office. B. Where there are members of the corporation having voting rights: 1. The plan of entity conversion s…

A. After the plan of entity conversion of a corporation into a limited liability company has been adopted and approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth: 1. The name of the cor…

A. When an entity conversion under this article becomes effective, with respect to that entity: 1. The title to all real estate and other property remains in the resulting entity without reversion or impairment; 2. The liabilities remain the liabilities of the resulting entity; 3…

A. Unless otherwise provided in the plan of entity conversion, after a plan of entity conversion has been adopted and approved by the converting domestic corporation in the manner as required by this article, and at any time before the certificate of entity conversion has become …

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 limited liability company, corporation, business trust, limited partnership or partnership, con…

This chapter shall be known and may be cited as the "Virginia Industrial Development Corporation Act."

As used in this chapter, unless a different meaning is required by the context, the following words and phrases shall have the following meanings: "Board of directors." -- The board of directors of a corporation created under this chapter. "Commission." -- The State Corporation C…

An industrial development corporation may be incorporated in the Commonwealth pursuant to the provisions of Article 3 (§ 13.1-618 et seq.) of Chapter 9 of this title, and all the provisions of Chapter 9 (§ 13.1-601 et seq.) of this title not in conflict with or inconsistent with …

Every corporation created under this chapter shall have as part of its corporate name or title the words "Industrial Development."

The articles of incorporation shall not be issued by the Commission unless approved by the Governor in writing. Such approval shall not be given by the Governor until he first shall have sought the advice of the Chief Executive Officer of the Virginia Economic Development Partner…