Title 13.1, Corporations

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 …

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…

A. An agreement among the members or the directors of a corporation that complies with this section is effective among the members or directors and the corporation, even though it is inconsistent with one or more other provisions of this chapter in that it: 1. Eliminates the boar…

A. Two or more members entitled to vote may provide for the manner in which they will vote by signing an agreement for that purpose. B. A voting agreement created under this section is specifically enforceable.

A. No member shall commence or maintain a derivative proceeding unless the member: 1. Was a member of the corporation at the time of the act or omission complained of; 2. Became a member before public disclosure and without knowledge of the act or omission complained of; 3. Was a…

A. A derivative proceeding shall 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 members or a class of the corporation's me…

Notwithstanding the provisions of §§ 13.1-852.3 and 13.1-852.6, 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 or E has: 1. Conducted a review and evaluation, adequately informed in the circumstances, of the allegations made in the demand or complaint; 2. …

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 proceeding has resulted in a substantial benefit to the corporation; or 2. Order the plaintiff or the plaintiff's att…

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…

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: "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…

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.

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 …

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…

A corporation created under this chapter may derive funds from the sale of its shares and debentures, from loans from its members on the terms and conditions set forth in this chapter, from any other financial institution or person and from any agency established by the federal g…

The powers of a corporation shall be subject to the following restrictions: 1. It shall not approve any application for a loan until the applicant shall have shown that he has applied to a financial institution that could lawfully lend the amount of money sought and that the fina…

Notwithstanding any other provision of law, any person, corporation, including a public service corporation, financial institution or railroad may acquire, hold, sell, assign, transfer, mortgage, pledge or otherwise dispose of any bonds, notes, debentures, securities or other evi…