Title 13.1 - CORPORATIONS.
- Chapter 1 - Stock Corporations (13.1-1)
- Chapter 2 - Nonstock Corporations (13.1-201)
- Chapter 3 - Cooperative Associations (13.1-301 thru 13.1-346)
- 13.1-301 - Organization of cooperative associations; purposes; name; par value stock required.
- 13.1-301.1 - Amendments to articles of incorporation.
- 13.1-301.2 - Adoption, change or repeal of bylaws; subject matter.
- 13.1-302 - Limitation of individual stockholding.
- 13.1-303 - Investment in other stock.
- 13.1-304 - Purchase of business by issue of shares of stock.
- 13.1-305 - Rights of subscribers before full payment.
- 13.1-306 - Distribution of earnings.
- 13.1-307 - Permissible limitation of stock ownership or voting rights.
- 13.1-308 - Limitation of use of "cooperative" in corporate name.
- 13.1-309 - Other cooperatives may come under article.
- 13.1-309.1 - Foreign cooperatives.
- 13.1-310 - Cooperative associations may give certain liens on rotating stocks.
- 13.1-311 - Taxation.
- 13.1-311.1 - Provisions relating to dissolution of and revocation of certificates of associations.
- 13.1-312 - Description unavailable
- 13.1-313 - Definitions.
- 13.1-314 - Qualification of incorporators.
- 13.1-315 - Purposes.
- 13.1-316 - Articles of incorporation.
- 13.1-317 - Filing and recording articles of incorporation.
- 13.1-318 - Amendments to the articles of incorporation.
- 13.1-319 - Bylaws.
- 13.1-320 - Powers.
- 13.1-321 - Members.
- 13.1-322 - Membership or voting stock certificates; transfers; dividends; nonvoting stock.
- 13.1-323 - General and special meetings; how called.
- 13.1-324 - Directors generally; executive committee.
- 13.1-325 - Removal of director.
- 13.1-326 - Officers generally.
- 13.1-327 - Removal of officer.
- 13.1-328 - Referendum.
- 13.1-329 - Marketing contracts; enforcement; inducing breach; spreading false reports.
- 13.1-330 - Recordation of marketing contracts.
- 13.1-331 - Associations are not in restraint of trade.
- 13.1-332 - Voluntary dissolution.
- 13.1-333 - Description unavailable
- 13.1-333.1 - Annual reports.
- 13.1-334 - Application to existing associations.
- 13.1-335 - Saving clause.
- 13.1-336 - Limitations of the use of the word "cooperative.".
- 13.1-337 - Foreign associations.
- 13.1-338 - Purchasing business of other associations, persons, firms or corporations; stock issued.
- 13.1-339 - Merger or consolidation.
- 13.1-340 - Sale, mortgage or other disposition of assets.
- 13.1-341 - Taxes.
- 13.1-342 - Description unavailable
- 13.1-343 - Application of general corporation laws.
- 13.1-344 - Existing associations continued.
- 13.1-345 - Verification no longer required; signing instrument containing misstatement as perjury.
- 13.1-346 - through 13.1-400
- Chapter 3.1 - Automobile Clubs (13.1-400.1 thru 13.1-400.9)
- 13.1-400.1 - Definitions.
- 13.1-400.2 - Prerequisites to doing business in Commonwealth.
- 13.1-400.3 - Applications for licenses; fees; expiration and renewal; surety bond.
- 13.1-400.4 - Services licensed under other statutes.
- 13.1-400.4:1 - Automobile club agents
- 13.1-400.5 - Suspension, revocation or failure to renew license; fine for violations.
- 13.1-400.6 - Enjoining violations; contempt proceedings.
- 13.1-400.7 - Fraudulent misstatement of fact or willful breach of promise a violation.
- 13.1-400.8 - Chapter not to limit powers of insurance company.
- 13.1-400.9 - Rules and regulations.
- Chapter 4 - Uniform Stock Transfer Act (13.1-401)
- Chapter 4.1 - Uniform Act for the Simplification of Fiduciary Security Transfers. (13.1-424)
- Chapter 4.2 - Securities Registered in Joint Names (13.1-434 thru 13.1-437)
- Chapter 5 - Securities Act (13.1-501 thru 13.1-527.3)
- 13.1-501 - Definitions.
- 13.1-502 - Unlawful offers and sales.
- 13.1-503 - Unlawful advice.
- 13.1-504 - Registration.
- 13.1-504.1 - Brokerage services of savings and loan associations, savings banks or service corporations of either; when registration not required.
- 13.1-504.2 - Broker-dealer services provided by credit unions; when registration not required.
- 13.1-505 - Procedure for registration.
- 13.1-505.1 - Post-registration provisions.
- 13.1-506 - Revocation of registration.
- 13.1-507 - Registration requirement; exemptions.
- 13.1-508 - Registration by notification.
- 13.1-509 - Registration by coordination.
- 13.1-510 - Registration by qualification.
- 13.1-511 - Effectiveness and reports.
- 13.1-512 - Description unavailable
- 13.1-513 - Stop orders.
- 13.1-514 - Exemptions.
- 13.1-514.1 - Exemption of certain securities by order of Commission.
- 13.1-514.2 - Primacy of Virginia law to be maintained.
- 13.1-515 - Advertising.
- 13.1-516 - Misleading filings.
- 13.1-517 - Consent to service of process.
- 13.1-518 - Investigations; confidentiality of information and documents.
- 13.1-518.1 - Broker-dealers and investment advisors to file certain reports with Commission.
- 13.1-519 - Injunctions.
- 13.1-520 - Crimes.
- 13.1-520.1 - Commission may transmit record or complaint to locality where violation occurred.
- 13.1-521 - Violations punishable by the Commission.
- 13.1-522 - Civil liabilities.
- 13.1-523 - Rules and forms.
- 13.1-523.1 - Commission authority to regulate securities and investment advisory activities.
- 13.1-524 - Certain records of Commission available to public; admissibility of copies; destruction.
- 13.1-525 - Official interpretations.
- 13.1-525.1 - Fees to cover expense of regulation.
- 13.1-526 - Transition.
- 13.1-527 - Short title.
- 13.1-527.01 - Severability clause.
- 13.1-527.1 - Division created; duties.
- 13.1-527.2 - Attorneys, employees and consultants.
- 13.1-527.3 - Commission to provide technical assistance.
- Chapter 6 - Take-Over-Bid Disclosure Act (13.1-528)
- Chapter 7 - Professional Corporations (13.1-542 thru 13.1-556)
- 13.1-542 - Description unavailable
- 13.1-542.1 - Practice of certain professions by corporations.
- 13.1-543 - Definitions.
- 13.1-544 - Who may organize and become shareholder.
- 13.1-544.1 - Use of initials "P.C." or "PC" in corporate name.
- 13.1-544.2 - Certificate of authority for foreign professional corporations.
- 13.1-545 - Description unavailable
- 13.1-545.1 - Merger with foreign professional corporation or foreign professional limited liability company.
- 13.1-546 - How corporation may render professional services; nonprofessional employees and officers; organizers and shareholders need not be employees, etc.
- 13.1-546.1 - Professional law corporations may qualify as executor, administrator or in other fiduciary capacity.
- 13.1-547 - Professional relationships not affected; liability for debts, etc., of corporation, its directors, officers and employees.
- 13.1-548 - Corporation not to engage in other business; investment of funds.
- 13.1-549 - Qualifications of shareholders; special provisions for corporations rendering services of architects, professional engineers, landscape architects and land surveyors, and using the title of
- 13.1-549.1 - Special provision for corporation engaged in practice of accounting.
- 13.1-549.2 - Registration certificate required for corporation engaged in practice of law.
- 13.1-549.3 - Description unavailable
- 13.1-550 - Transfer of shares.
- 13.1-551 - Disqualification of shareholder.
- 13.1-552 - Conversion into nonprofessional corporation; disposition of shares of deceased or disqualified shareholders.
- 13.1-553 - Board of directors.
- 13.1-554 - Description unavailable
- 13.1-554.1 - Income and property taxes.
- 13.1-555 - Merger.
- 13.1-556 - Application of Chapter 9 or Chapter 10 of this title.
- Chapter 8 - Retail Franchising Act (13.1-557 thru 13.1-574)
- 13.1-557 - Short title.
- 13.1-558 - Policy of the Commonwealth.
- 13.1-559 - Definitions; applicability of chapter.
- 13.1-560 - Registration required.
- 13.1-561 - Procedure for registration; bond; renewal; fee.
- 13.1-561.1 - Fees to cover expense of regulation.
- 13.1-562 - Revocation of or refusal to renew registration.
- 13.1-563 - Unlawful offers.
- 13.1-564 - Unlawful cancellation of franchise; undue influence.
- 13.1-565 - Voidable franchises.
- 13.1-566 - Service of process on nonresident franchisor.
- 13.1-567 - Investigations; confidentiality of information and documents.
- 13.1-568 - Injunctions.
- 13.1-569 - Crimes.
- 13.1-569.1 - Commission may transmit record or complaint to locality where violation occurred.
- 13.1-570 - Violations punishable by Commission.
- 13.1-571 - Civil remedies.
- 13.1-572 - Rules and forms.
- 13.1-573 - Certain records of Commission available to public; admissibility of copies; destruction.
- 13.1-574 - Effective date.
- Chapter 9 - Virginia Stock Corporation Act (13.1-601 thru 13.1-782)
- 13.1-601 - Short title.
- 13.1-602 - Reservation of power to amend or repeal.
- 13.1-603 - Definitions.
- 13.1-604 - Filing requirements.
- 13.1-604.1 - Filings with the Commission pursuant to reorganization.
- 13.1-605 - Issuance of certificate by Commission; recordation of documents.
- 13.1-606 - Effective time and date of document.
- 13.1-607 - Correcting filed articles.
- 13.1-608 - Evidentiary effect of copy of filed document.
- 13.1-609 - Certificate of good standing.
- 13.1-610 - Notices and other communications.
- 13.1-610.1 - Householding.
- 13.1-611 - Number of shareholders.
- 13.1-612 - Penalty for signing false documents.
- 13.1-613 - Unlawful to transact or offer to transact business as a corporation unless authorized.
- 13.1-614 - Hearing and finality of Commission action; injunctions.
- 13.1-615 - Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions.
- 13.1-615.1 - Charter and entrance fees for corporations.
- 13.1-616 - Fees for filing documents or issuing certificates.
- 13.1-617 - Description unavailable
- 13.1-618 - Incorporators.
- 13.1-619 - Articles of incorporation.
- 13.1-620 - Special kinds of business.
- 13.1-621 - Issuance of certificate of incorporation.
- 13.1-622 - Liability for preincorporation transactions.
- 13.1-623 - Organization of corporation.
- 13.1-624 - Bylaws.
- 13.1-625 - Emergency bylaws.
- 13.1-626 - Purposes.
- 13.1-627 - General powers.
- 13.1-628 - Emergency powers.
- 13.1-629 - Ultra vires.
- 13.1-630 - Corporate name.
- 13.1-631 - Reserved name.
- 13.1-632 - Registered name.
- 13.1-633 - Description unavailable
- 13.1-634 - Registered office and registered agent.
- 13.1-635 - Change of registered office or registered agent.
- 13.1-636 - Resignation of registered agent.
- 13.1-637 - Service on corporation.
- 13.1-638 - Authorized shares.
- 13.1-639 - Terms of class or series determined by board of directors.
- 13.1-640 - Issued and outstanding shares.
- 13.1-641 - Fractional shares.
- 13.1-642 - Subscription for shares before incorporation.
- 13.1-643 - Issuance of shares.
- 13.1-644 - Liability for shares issued before payment.
- 13.1-645 - Share dividends.
- 13.1-646 - Share options.
- 13.1-647 - Form and content of certificates evidencing shares and form of bonds.
- 13.1-648 - Shares without certificates.
- 13.1-649 - Restriction on transfer of shares and other securities.
- 13.1-650 - Expense of issue.
- 13.1-651 - Shareholders' preemptive rights.
- 13.1-652 - Corporation's acquisition of its own shares.
- 13.1-653 - Distributions to shareholders.
- 13.1-654 - Annual meeting.
- 13.1-655 - Special meeting.
- 13.1-656 - Court-ordered meeting.
- 13.1-657 - Action without meeting.
- 13.1-658 - Notice of meeting.
- 13.1-659 - Waiver of notice.
- 13.1-660 - Record date.
- 13.1-660.1 - Conduct of the meeting.
- 13.1-660.2 - Remote participation in annual and special meetings.
- 13.1-661 - Shareholders' list for meeting.
- 13.1-662 - Voting entitlement of shares.
- 13.1-663 - Proxies.
- 13.1-664 - Shares held by nominees.
- 13.1-664.1 - Voting procedures and inspectors of elections.
- 13.1-665 - Corporation's acceptance of votes.
- 13.1-666 - Quorum and voting requirements for voting groups.
- 13.1-667 - Action by single and multiple voting groups.
- 13.1-668 - Change in quorum or voting requirements.
- 13.1-669 - Voting for directors; cumulative voting.
- 13.1-669.1 - Judicial review of elections and other matters.
- 13.1-670 - Voting trusts.
- 13.1-671 - Voting agreements.
- 13.1-671.1 - Shareholder agreements.
- 13.1-672 - Description unavailable
- 13.1-672.1 - Standing; condition precedent; stay of proceedings.
- 13.1-672.2 - Discontinuance or settlement.
- 13.1-672.3 - Foreign corporations.
- 13.1-672.4 - Dismissal.
- 13.1-672.5 - Payment of and security for expenses.
- 13.1-672.6 - Shareholder action to appoint custodian or receiver for a public corporation.
- 13.1-673 - Requirement for and duties of board of directors.
- 13.1-674 - Qualification of directors.
- 13.1-675 - Number and election of directors.
- 13.1-676 - Election of directors by certain classes of shareholders.
- 13.1-677 - Terms of directors generally.
- 13.1-678 - Staggered terms for directors.
- 13.1-679 - Resignation of directors.
- 13.1-680 - Removal of directors by shareholders.
- 13.1-681 - Description unavailable
- 13.1-682 - Vacancy on board of directors.
- 13.1-683 - Compensation of directors.
- 13.1-684 - Meetings of the board of directors.
- 13.1-685 - Action without meeting of board of directors.
- 13.1-686 - Notice of board of directors' meetings.
- 13.1-687 - Waiver of notice by director.
- 13.1-688 - Quorum and voting by directors.
- 13.1-689 - Committees.
- 13.1-690 - General standards of conduct for director.
- 13.1-690.1 - Director of open-end management investment company deemed independent and disinterested.
- 13.1-691 - Director conflict of interests.
- 13.1-691.1 - Business opportunities.
- 13.1-692 - Liability for unlawful distributions.
- 13.1-692.1 - Limitation on liability of officers and directors; exception.
- 13.1-693 - Required officers.
- 13.1-694 - Duties of officers.
- 13.1-695 - Resignation and removal of officers.
- 13.1-696 - Definitions.
- 13.1-697 - Authority to indemnify.
- 13.1-698 - Mandatory indemnification.
- 13.1-699 - Advance for expenses.
- 13.1-700 - Description unavailable
- 13.1-700.1 - Court orders for advances, reimbursement or indemnification.
- 13.1-701 - Determination and authorization of indemnification.
- 13.1-702 - Indemnification of officers.
- 13.1-703 - Insurance.
- 13.1-704 - Application of article.
- 13.1-705 - Authority to amend articles of incorporation.
- 13.1-706 - Amendment of articles of incorporation by directors.
- 13.1-707 - Amendment of articles of incorporation by directors and shareholders.
- 13.1-708 - Voting on amendments by voting groups.
- 13.1-709 - Amendment before issuance of shares.
- 13.1-710 - Articles of amendment.
- 13.1-711 - Restated articles of incorporation.
- 13.1-712 - Description unavailable
- 13.1-713 - Effect of amendment of articles of incorporation.
- 13.1-714 - Amendment of bylaws by board of directors or shareholders.
- 13.1-715 - Bylaw provisions increasing quorum or voting requirements for directors.
- 13.1-715.1 - Definitions.
- 13.1-716 - Merger.
- 13.1-717 - Share exchange.
- 13.1-718 - Action on a plan of merger or share exchange.
- 13.1-719 - Merger between parent and subsidiary or between subsidiaries.
- 13.1-719.1 - Formation of a holding company.
- 13.1-720 - Articles of merger or share exchange.
- 13.1-721 - Effect of merger or share exchange.
- 13.1-721.1 - Abandonment of a merger or share exchange.
- 13.1-722 - , .1
- 13.1-722.10 - Plan of entity conversion.
- 13.1-722.11 - Action on plan of entity conversion.
- 13.1-722.12 - Articles of entity conversion.
- 13.1-722.13 - Effect of entity conversion.
- 13.1-722.14 - Abandonment of entity conversion.
- 13.1-722.2 - Domestication.
- 13.1-722.3 - Action on plan of domestication by a domestic corporation.
- 13.1-722.4 - Articles of domestication.
- 13.1-722.5 - Surrender of articles of incorporation upon domestication.
- 13.1-722.6 - Effect of domestication.
- 13.1-722.7 - Abandonment of domestication.
- 13.1-722.8 - Definitions.
- 13.1-722.9 - Entity conversion.
- 13.1-723 - Disposition of assets not requiring shareholder approval.
- 13.1-724 - Shareholder approval of certain dispositions.
- 13.1-725 - Definitions.
- 13.1-725.1 - Affiliated transactions.
- 13.1-726 - Voting requirements for affiliated transactions.
- 13.1-726.1 - Determination by disinterested directors.
- 13.1-727 - Exceptions.
- 13.1-727.1 - Nonexclusivity.
- 13.1-728 - Description unavailable
- 13.1-728.1 - Definitions.
- 13.1-728.2 - Application.
- 13.1-728.3 - Voting rights.
- 13.1-728.4 - Control share acquisition statement.
- 13.1-728.5 - Meeting of shareholders.
- 13.1-728.6 - Notice to shareholders.
- 13.1-728.7 - Redemption.
- 13.1-728.8 - Appraisal rights.
- 13.1-728.9 - Nonexclusivity.
- 13.1-729 - Definitions.
- 13.1-730 - Right to appraisal.
- 13.1-731 - Assertion of rights by nominees and beneficial owners.
- 13.1-732 - Notice of appraisal rights.
- 13.1-733 - Notice of intent to demand payment.
- 13.1-734 - Appraisal notice and form.
- 13.1-735 - Description unavailable
- 13.1-735.1 - Perfection of rights; right to withdraw.
- 13.1-736 - Description unavailable
- 13.1-737 - Payment.
- 13.1-738 - After-acquired shares.
- 13.1-739 - Procedure if shareholder dissatisfied with payment or offer.
- 13.1-740 - Court action.
- 13.1-741 - Court costs and counsel fees.
- 13.1-741.1 - Limitations on other remedies for fundamental transactions.
- 13.1-742 - Dissolution by directors and shareholders.
- 13.1-743 - Articles of dissolution.
- 13.1-744 - Revocation of dissolution.
- 13.1-745 - Effect of dissolution.
- 13.1-746 - Known claims against dissolved corporation.
- 13.1-746.1 - Other claims against dissolved corporation.
- 13.1-746.2 - Court proceedings.
- 13.1-746.3 - Director duties.
- 13.1-747 - Grounds for judicial dissolution.
- 13.1-748 - Receivership or custodianship.
- 13.1-749 - Decree of dissolution.
- 13.1-749.1 - Election to purchase in lieu of dissolution.
- 13.1-750 - Articles of termination of corporate existence.
- 13.1-751 - Termination of corporate existence by incorporators or initial directors.
- 13.1-752 - Automatic termination of corporate existence.
- 13.1-753 - Involuntary termination of corporate existence.
- 13.1-754 - Reinstatement of a corporation that has ceased to exist.
- 13.1-755 - Survival of remedy after termination of corporate existence.
- 13.1-756 - Description unavailable
- 13.1-757 - Authority to transact business required.
- 13.1-758 - Consequences of transacting business without authority.
- 13.1-759 - Application for certificate of authority.
- 13.1-760 - Amended certificate of authority.
- 13.1-761 - Effect of certificate of authority.
- 13.1-762 - Corporate name of foreign corporation.
- 13.1-763 - Registered office and registered agent of foreign corporation.
- 13.1-764 - Change of registered office or registered agent of a foreign corporation.
- 13.1-765 - Resignation of registered agent of foreign corporation.
- 13.1-766 - Service of process on foreign corporation.
- 13.1-766.1 - Merger of foreign corporation authorized to transact business in Commonwealth.
- 13.1-766.2 - Entity conversion of foreign corporation authorized to transact business in Commonwealth.
- 13.1-767 - Withdrawal of foreign corporation.
- 13.1-768 - Automatic revocation of certificate of authority.
- 13.1-769 - Revocation of certificate of authority by Commission.
- 13.1-769.1 - Reentry of a foreign corporation whose certificate of authority has been surrendered or revoked.
- 13.1-770 - Corporate records.
- 13.1-771 - Inspection of records by shareholders.
- 13.1-772 - Scope of inspection right.
- 13.1-773 - Court-ordered inspection.
- 13.1-773.1 - Inspection of records by directors.
- 13.1-774 - Financial statements for shareholders.
- 13.1-775 - Annual report of domestic and foreign corporations.
- 13.1-775.1 - Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely.
- 13.1-775.2 - Collection of unpaid bills for registration fees.
- 13.1-776 - Definitions.
- 13.1-777 - Institution of proceeding to determine shareholders.
- 13.1-778 - Application to existing corporations.
- 13.1-779 - Savings provision.
- 13.1-780 - Description unavailable
- 13.1-781 - Property title records.
- 13.1-782 - through 13.1-800
- Chapter 10 - Virginia Nonstock Corporation Act (13.1-801 thru 13.1-946)
- 13.1-801 - Short title.
- 13.1-802 - Reservation of power to amend or repeal.
- 13.1-803 - Definitions.
- 13.1-804 - Filing requirements.
- 13.1-804.1 - Filing with the Commission pursuant to reorganization.
- 13.1-805 - Issuance of certificate by Commission; recordation of documents.
- 13.1-806 - Effective time and date of document.
- 13.1-807 - Correcting filed articles.
- 13.1-808 - Evidentiary effect of copy of filed document.
- 13.1-809 - Certificate of good standing.
- 13.1-810 - Notices and other communications.
- 13.1-810.1 - Number of members.
- 13.1-811 - Penalty for signing false documents.
- 13.1-812 - Unlawful to transact or offer to transact business as a corporation unless authorized.
- 13.1-813 - Hearing and finality of Commission action; injunctions.
- 13.1-814 - Shares of stock and dividends prohibited.
- 13.1-814.1 - Special provisions for community associations.
- 13.1-815 - Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions.
- 13.1-815.1 - Charter and entrance fees for corporations.
- 13.1-816 - Fees for filing documents or issuing certificates.
- 13.1-817 - Description unavailable
- 13.1-818 - Incorporators.
- 13.1-819 - Articles of incorporation.
- 13.1-820 - Issuance of certificate of incorporation.
- 13.1-821 - Liability for preincorporation transactions.
- 13.1-822 - Organization of corporation.
- 13.1-823 - Bylaws.
- 13.1-824 - Emergency bylaws.
- 13.1-825 - Purposes.
- 13.1-826 - General powers.
- 13.1-827 - Emergency powers.
- 13.1-828 - Ultra vires.
- 13.1-829 - Corporate name.
- 13.1-830 - Reserved name.
- 13.1-831 - Registered name.
- 13.1-832 - Description unavailable
- 13.1-833 - Registered office and registered agent.
- 13.1-834 - Change of registered office or registered agent.
- 13.1-835 - Resignation of registered agent.
- 13.1-836 - Service on corporation.
- 13.1-837 - Members.
- 13.1-838 - Annual meeting.
- 13.1-839 - Special meeting.
- 13.1-840 - Court-ordered meeting.
- 13.1-841 - Corporate action without meeting.
- 13.1-842 - Notice of meeting.
- 13.1-843 - Waiver of notice.
- 13.1-844 - Record date.
- 13.1-844.1 - Conduct of the meeting.
- 13.1-844.2 - Remote participation in annual and special meetings.
- 13.1-845 - Members' list for meeting.
- 13.1-846 - Voting entitlement of members.
- 13.1-847 - Proxies.
- 13.1-847.1 - Voting procedures and inspectors of elections.
- 13.1-848 - Corporation's acceptance of votes.
- 13.1-849 - Quorum and voting requirements for voting groups.
- 13.1-850 - Action by single and multiple voting groups.
- 13.1-851 - Change in quorum or voting requirements.
- 13.1-852 - Voting for directors; cumulative voting.
- 13.1-852.1 - Member or director agreements.
- 13.1-852.2 - Voting agreements.
- 13.1-853 - Requirement for and duties of board of directors.
- 13.1-854 - Qualification of directors.
- 13.1-855 - Number and election of directors.
- 13.1-856 - Election of directors by certain classes of members.
- 13.1-857 - Terms of directors generally.
- 13.1-858 - Staggered terms of directors.
- 13.1-859 - Resignation of directors.
- 13.1-860 - Removal of directors.
- 13.1-861 - Judicial review of elections.
- 13.1-862 - Vacancy on board of directors.
- 13.1-863 - Compensation of directors.
- 13.1-864 - Meetings of the board of directors.
- 13.1-865 - Action without meeting of board of directors.
- 13.1-866 - Notice of board of directors' meetings.
- 13.1-867 - Waiver of notice by director.
- 13.1-868 - Quorum and voting by directors.
- 13.1-869 - Committees.
- 13.1-870 - General standards of conduct for directors.
- 13.1-870.1 - Limitation on liability of officers and directors; exception.
- 13.1-870.2 - Limitation on liability of officers and directors; additional exception.
- 13.1-871 - Director conflict of interests.
- 13.1-871.1 - Business opportunities.
- 13.1-872 - Required officers.
- 13.1-873 - Duties of officers.
- 13.1-874 - Resignation and removal of officers.
- 13.1-875 - Definitions.
- 13.1-876 - Authority to indemnify.
- 13.1-877 - Mandatory indemnification.
- 13.1-878 - Advance for expenses.
- 13.1-879 - Description unavailable
- 13.1-879.1 - Court orders for advances, reimbursement or indemnification.
- 13.1-880 - Determination and authorization of indemnification.
- 13.1-881 - Indemnification of officers.
- 13.1-882 - Insurance.
- 13.1-883 - Application of article.
- 13.1-884 - Authority to amend articles of incorporation.
- 13.1-885 - Amendment of articles of incorporation by directors.
- 13.1-886 - Amendment of articles of incorporation by directors and members.
- 13.1-887 - Voting on amendments by voting groups.
- 13.1-887.1 - Amendment prior to organization.
- 13.1-888 - Articles of amendment.
- 13.1-889 - Restated articles of incorporation.
- 13.1-890 - Description unavailable
- 13.1-891 - Effect of amendment of articles of incorporation.
- 13.1-892 - Amendment of bylaws by board of directors or members.
- 13.1-893 - Bylaw provisions increasing quorum or voting requirements for directors.
- 13.1-893.1 - Definitions.
- 13.1-894 - Merger.
- 13.1-895 - Action on plan of merger.
- 13.1-896 - Articles of merger.
- 13.1-897 - Effect of merger.
- 13.1-897.1 - Abandonment of a merger.
- 13.1-898 - , .1
- 13.1-898.2 - Domestication.
- 13.1-898.3 - Action on plan of domestication by a domestic corporation.
- 13.1-898.4 - Articles of domestication.
- 13.1-898.5 - Surrender of articles of incorporation upon domestication.
- 13.1-898.6 - Effect of domestication.
- 13.1-898.7 - Abandonment of domestication.
- 13.1-899 - Sale of assets in regular course of business.
- 13.1-900 - Sale of assets other than in regular course of business.
- 13.1-901 - Sale of certain real property by incorporated educational institutions.
- 13.1-902 - Dissolution by directors and members.
- 13.1-903 - Dissolution by directors.
- 13.1-904 - Articles of dissolution.
- 13.1-905 - Revocation of dissolution.
- 13.1-906 - Effect of dissolution.
- 13.1-907 - Distribution and plan of distribution of assets.
- 13.1-908 - Known claims against dissolved corporation.
- 13.1-908.1 - Other claims against dissolved corporation.
- 13.1-908.2 - Court proceedings.
- 13.1-908.3 - Director duties.
- 13.1-909 - Grounds for judicial dissolution.
- 13.1-910 - Receivership or custodianship.
- 13.1-911 - Decree of dissolution.
- 13.1-912 - Articles of termination of corporate existence.
- 13.1-913 - Termination of corporate existence by incorporators or initial directors.
- 13.1-914 - Automatic termination of corporate existence.
- 13.1-915 - Involuntary termination of corporate existence.
- 13.1-916 - Reinstatement of a corporation that has ceased to exist.
- 13.1-917 - Survival of remedy after termination of corporate existence.
- 13.1-918 - Description unavailable
- 13.1-919 - Authority to transact business required.
- 13.1-920 - Consequences of transacting business without authority.
- 13.1-921 - Application for certificate of authority.
- 13.1-922 - Amended certificate of authority.
- 13.1-923 - Effect of certificate of authority.
- 13.1-924 - Corporate name of foreign corporation.
- 13.1-925 - Registered office and registered agent of foreign corporation.
- 13.1-926 - Change of registered office or registered agent of a foreign corporation.
- 13.1-927 - Resignation of registered agent of foreign corporation.
- 13.1-928 - Service of process on foreign corporation.
- 13.1-928.1 - Merger of foreign corporation authorized to transact business in Commonwealth.
- 13.1-928.2 - Entity conversion of foreign corporation authorized to transact business in Commonwealth.
- 13.1-929 - Withdrawal of foreign corporation.
- 13.1-930 - Automatic revocation of certificate of authority.
- 13.1-931 - Revocation of certificate of authority by Commission.
- 13.1-931.1 - Reentry of foreign corporation whose certificate of authority has been surrendered or revoked.
- 13.1-932 - Corporate records.
- 13.1-933 - Inspection of records by members.
- 13.1-934 - Scope of inspection right.
- 13.1-935 - Court-ordered inspection.
- 13.1-935.1 - Inspection of records by directors.
- 13.1-936 - Annual report of domestic and foreign corporations.
- 13.1-936.1 - Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely.
- 13.1-936.2 - Collection of unpaid bills for registration fees.
- 13.1-937 - Application to existing corporations.
- 13.1-938 - Application to certain social, patriotic and benevolent societies incorporated before year 1900; reports by such societies.
- 13.1-939 - Saving provision.
- 13.1-940 - Description unavailable
- 13.1-941 - Description unavailable
- 13.1-941.01 - Conversion to a domestic stock corporation.
- 13.1-942 - Articles of amendment.
- 13.1-943 - Fees.
- 13.1-944 - Controlling law and continuity.
- 13.1-945 - Property title records.
- 13.1-946 - through 13.1-980
- Chapter 11 - Industrial Development Corporations (13.1-981 thru 13.1-998)
- 13.1-981 - How chapter cited.
- 13.1-982 - Definitions.
- 13.1-983 - Incorporation.
- 13.1-984 - Corporate name.
- 13.1-985 - Governor to approve articles of incorporation.
- 13.1-986 - How funds may be derived.
- 13.1-987 - Restrictions on powers of corporation.
- 13.1-988 - Acquisition, transfer, etc., of securities and shares of corporation.
- 13.1-989 - Membership in corporation; loans from members.
- 13.1-990 - Shares and shareholders.
- 13.1-991 - Directors.
- 13.1-992 - Executive committee.
- 13.1-993 - Restrictions on amendments to articles of incorporation.
- 13.1-994 - Earned surplus.
- 13.1-995 - Members to have rights of shareholders.
- 13.1-996 - Corporation not authorized to receive money on deposit; deposit of funds of corporation.
- 13.1-997 - Books and records.
- 13.1-998 - Credit of Commonwealth not pledged.
- Chapter 12 - Virginia Limited Liability Company Act (13.1-1000 thru 13.1-1080)
- 13.1-1000 - Short title.
- 13.1-1001 - Reservation of power to amend or repeal.
- 13.1-1001.1 - Construction.
- 13.1-1002 - Definitions.
- 13.1-1003 - Filing requirements.
- 13.1-1004 - Issuance of certificate by Commission; recordation of documents.
- 13.1-1005 - Fees.
- 13.1-1006 - Penalty for signing false documents.
- 13.1-1007 - Unlawful to transact or offer to transact business as a limited liability company unless authorized.
- 13.1-1008 - Purposes.
- 13.1-1009 - Powers.
- 13.1-1010 - Organizers.
- 13.1-1010.1 - Conversion of partnership to limited liability company.
- 13.1-1010.2 - Effect of conversion; entity unchanged.
- 13.1-1010.3 - Domestication of non-United States entities.
- 13.1-1010.4 - Conversions involving corporations and limited liability companies.
- 13.1-1011 - Articles of organization.
- 13.1-1011.1 - Articles of correction.
- 13.1-1012 - Name.
- 13.1-1013 - Reserved name.
- 13.1-1014 - Amendment of articles of organization.
- 13.1-1014.1 - Restatement of articles of organization.
- 13.1-1015 - Registered office and registered agent.
- 13.1-1016 - Change of registered office or registered agent.
- 13.1-1017 - Resignation of registered agent.
- 13.1-1018 - Service on limited liability company.
- 13.1-1018.1 - Change of principal office.
- 13.1-1019 - Liability to third parties.
- 13.1-1020 - Parties to actions.
- 13.1-1021 - Limited liability company property.
- 13.1-1021.1 - Agency of members and managers.
- 13.1-1022 - Management of limited liability company.
- 13.1-1023 - Operating agreement.
- 13.1-1023.1 - Remedies for breach of operating agreement by member or manager.
- 13.1-1024 - Management of a limited liability company by a manager or managers.
- 13.1-1024.1 - General standards of conduct for a manager.
- 13.1-1025 - Limitation of liability of members and managers; exception.
- 13.1-1026 - Business transactions of members or managers with the limited liability company.
- 13.1-1027 - Contributions.
- 13.1-1028 - Information and records.
- 13.1-1029 - Sharing of profits and losses.
- 13.1-1030 - Sharing of distributions.
- 13.1-1031 - Interim distributions.
- 13.1-1032 - Resignation of member.
- 13.1-1033 - Description unavailable
- 13.1-1034 - Distribution in kind.
- 13.1-1035 - Restrictions on making distribution.
- 13.1-1036 - Liability upon wrongful distribution.
- 13.1-1037 - Right to distribution.
- 13.1-1038 - Nature of interest in limited liability company.
- 13.1-1038.1 - Admission of members.
- 13.1-1039 - Assignment of interest.
- 13.1-1040 - Right of assignee to become member.
- 13.1-1040.1 - Events causing member's dissociation.
- 13.1-1040.2 - Effect of a member's dissociation.
- 13.1-1041 - Description unavailable
- 13.1-1041.1 - Member's transferable interest subject to charging order.
- 13.1-1042 - Right of action.
- 13.1-1043 - Proper plaintiff.
- 13.1-1044 - Pleading.
- 13.1-1045 - Expenses.
- 13.1-1046 - Dissolution; generally.
- 13.1-1047 - Judicial dissolution.
- 13.1-1048 - Winding up.
- 13.1-1049 - Distribution of assets upon dissolution.
- 13.1-1049.1 - Known claims against dissolved limited liability company.
- 13.1-1049.2 - Other claims against dissolved limited liability company.
- 13.1-1049.3 - Court proceedings.
- 13.1-1050 - Articles of cancellation.
- 13.1-1050.1 - Description unavailable
- 13.1-1050.2 - Automatic cancellation of limited liability company existence.
- 13.1-1050.3 - Involuntary cancellation of limited liability company existence.
- 13.1-1050.4 - Reinstatement of a limited liability company that has ceased to exist.
- 13.1-1051 - Authority to transact business required; governing law.
- 13.1-1052 - Application for certificate of registration.
- 13.1-1053 - Description unavailable
- 13.1-1054 - Name.
- 13.1-1055 - Amendments; amended applications for registration.
- 13.1-1056 - Cancellation of certificate of registration.
- 13.1-1056.1 - Automatic cancellation of certificate of registration.
- 13.1-1056.2 - Involuntary cancellation of certificate of registration.
- 13.1-1056.3 - Reinstatement of a certificate of registration that has been canceled.
- 13.1-1057 - Transaction of business without registration.
- 13.1-1058 - Actions by Attorney General.
- 13.1-1059 - Transactions not constituting doing business.
- 13.1-1060 - Merger of foreign limited liability company registered to transact business in Commonwealth.
- 13.1-1060.1 - Entity conversion of foreign limited liability company registered to transact business in Commonwealth.
- 13.1-1061 - Annual registration fees to be assessed and collected by Commission; application of payment.
- 13.1-1062 - Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies.
- 13.1-1063 - Description unavailable
- 13.1-1064 - Penalty for failure to timely pay annual registration fees.
- 13.1-1065 - Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds.
- 13.1-1066 - Collection by suit and of unpaid bills.
- 13.1-1067 - Property title records.
- 13.1-1067.1 - Description unavailable
- 13.1-1068 - Description unavailable
- 13.1-1069 - Description unavailable
- 13.1-1070 - Merger.
- 13.1-1071 - Approval of merger by domestic limited liability company.
- 13.1-1072 - Articles of merger.
- 13.1-1073 - Effect of merger.
- 13.1-1074 - Domestication.
- 13.1-1075 - Plan of domestication.
- 13.1-1076 - Action on plan of domestication by a domestic limited liability company.
- 13.1-1077 - Articles of domestication.
- 13.1-1078 - Surrender of articles of organization upon domestication.
- 13.1-1079 - Effect of domestication.
- 13.1-1080 - Abandonment of domestication.
- Chapter 13 - Virginia Professional Limited Liability Company Act (13.1-1100 thru 13.1-1123)
- 13.1-1100 - Reservation of power to amend or repeal.
- 13.1-1101 - Legislative purpose.
- 13.1-1101.1 - Practice of certain professions by limited liability companies.
- 13.1-1102 - Definitions.
- 13.1-1103 - Who may become a member.
- 13.1-1104 - Use of initials "P.L.C.," "PLC," "P.L.L.C." or "PLLC" in company name.
- 13.1-1105 - Certificate of authority for foreign professional limited liability company.
- 13.1-1106 - Merger with foreign professional limited liability company or foreign professional corporation.
- 13.1-1107 - How limited liability company may render professional services; nonprofessional employees and agents; members and managers need not be employees, etc.
- 13.1-1108 - Professional law limited liability company may qualify as executor, administrator or in other fiduciary capacity.
- 13.1-1109 - Professional relationships not affected; liability for debts, etc., of limited liability company, its members, managers, employees, and agents.
- 13.1-1110 - Professional limited liability company not to engage in other business; investment of funds.
- 13.1-1111 - Qualifications of members and managers; special provisions for limited liability companies rendering service of architects, professional engineers, land surveyors and landscape architects,
- 13.1-1112 - Special provision for limited liability company engaged in practice of accounting.
- 13.1-1113 - Registration certificate required for limited liability company engaged in practice of law.
- 13.1-1114 - Description unavailable
- 13.1-1115 - Transfer of membership interests.
- 13.1-1116 - Disqualification of member, manager, agent or employee.
- 13.1-1117 - Conversion into nonprofessional company; disposition of membership interests of deceased or disqualified members.
- 13.1-1118 - Management.
- 13.1-1119 - Description unavailable
- 13.1-1120 - Income and property taxes.
- 13.1-1121 - Merger.
- 13.1-1122 - Application of Chapter 12 of this title.
- 13.1-1123 - Coordination with other provisions of Virginia Code.
- Chapter 14 - Virginia Business Trust Act (13.1-1200 thru 13.1-1285)
- 13.1-1200 - Short title.
- 13.1-1201 - Definitions.
- 13.1-1202 - Filing requirements.
- 13.1-1203 - Issuance of certificate by Commission; recordation of documents.
- 13.1-1204 - Fees.
- 13.1-1205 - Unlawful to sign false documents; penalty.
- 13.1-1206 - Unlawful to transact or offer to transact business as a business trust; penalty.
- 13.1-1207 - Tax classification.
- 13.1-1208 - Separate legal entity.
- 13.1-1209 - Purposes.
- 13.1-1210 - Powers.
- 13.1-1211 - Formation.
- 13.1-1212 - Articles of trust.
- 13.1-1213 - Articles of correction.
- 13.1-1214 - Name.
- 13.1-1215 - Reserved name.
- 13.1-1216 - Amendment of articles of trust.
- 13.1-1217 - Restatement of articles of trust.
- 13.1-1218 - Existence.
- 13.1-1219 - Governing instrument.
- 13.1-1220 - Registered office and registered agent.
- 13.1-1221 - Change of registered office or registered agent.
- 13.1-1222 - Resignation of registered agent.
- 13.1-1223 - Service on business trust.
- 13.1-1224 - Beneficial owners.
- 13.1-1225 - Limited liability.
- 13.1-1226 - Beneficial interests.
- 13.1-1227 - Distributions to beneficial owners.
- 13.1-1228 - Trustee management; limitation on duties and liabilities of others.
- 13.1-1229 - Trustee standards of conduct; trustee liability; restrictions on liability limitations in governing instrument.
- 13.1-1230 - Indemnification.
- 13.1-1231 - Capacity to sue and be sued; process; liabilities and obligations; attachment; seizure of certain assets.
- 13.1-1232 - Right of action.
- 13.1-1233 - Payment of and security for expenses.
- 13.1-1234 - Dissolution generally.
- 13.1-1235 - Judicial dissolution.
- 13.1-1236 - Winding up.
- 13.1-1237 - Distribution of assets upon dissolution.
- 13.1-1238 - Articles of cancellation.
- 13.1-1238.1 - Automatic cancellation of business trust existence.
- 13.1-1238.2 - Involuntary cancellation of business trust existence.
- 13.1-1239 - Reinstatement of a business trust that has ceased to exist.
- 13.1-1240 - Dissolution of series.
- 13.1-1241 - Authority to transact business required; governing law.
- 13.1-1242 - Application for certificate of registration.
- 13.1-1243 - Description unavailable
- 13.1-1244 - Name.
- 13.1-1245 - Amendments; amended applications for registration.
- 13.1-1246 - Cancellation of certificate of registration.
- 13.1-1246.1 - Automatic cancellation of registration.
- 13.1-1246.2 - Involuntary cancellation of registration.
- 13.1-1246.3 - Reinstatement of a certificate of registration that has been canceled.
- 13.1-1247 - Transaction of business without registration; civil penalty.
- 13.1-1248 - Actions by Attorney General.
- 13.1-1249 - Transactions not constituting doing business.
- 13.1-1250 - Merger of foreign business trust registered to transact business in Commonwealth.
- 13.1-1250.1 - Entity conversion of foreign business trust registered to transact business in Commonwealth.
- 13.1-1251 - Annual registration fees to be assessed and collected by Commission; application of payment.
- 13.1-1252 - Annual registration fees to be paid by domestic and foreign business trusts.
- 13.1-1253 - Assessment of annual registration fees and forwarding of statements.
- 13.1-1254 - Penalty for failure to timely pay annual registration fees or file statement of change.
- 13.1-1255 - Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds.
- 13.1-1256 - Collection by suit and of unpaid bills.
- 13.1-1257 - Authorization for merger.
- 13.1-1258 - Approval.
- 13.1-1259 - Exchange of securities; termination or amendment of merger.
- 13.1-1260 - Description unavailable
- 13.1-1261 - Articles of merger.
- 13.1-1262 - Governing instrument.
- 13.1-1263 - Effect of merger.
- 13.1-1264 - Definitions.
- 13.1-1265 - Domestication.
- 13.1-1266 - Plan of domestication.
- 13.1-1267 - Action on plan of domestication by a domestic business trust.
- 13.1-1268 - Articles of domestication.
- 13.1-1269 - Surrender of articles of trust upon domestication.
- 13.1-1270 - Effect of domestication.
- 13.1-1271 - Abandonment of domestication.
- 13.1-1272 - Entity conversion.
- 13.1-1273 - Plan of entity conversion.
- 13.1-1274 - Action on plan of entity conversion.
- 13.1-1275 - Articles of entity conversion.
- 13.1-1276 - Effect of entity conversion.
- 13.1-1277 - Abandonment of entity conversion.
- 13.1-1278 - Trust records.
- 13.1-1279 - Inspection of records by beneficial owners.
- 13.1-1280 - Scope of inspection right.
- 13.1-1281 - Court-ordered inspection.
- 13.1-1282 - Construction and application of chapter and governing instrument.
- 13.1-1283 - Reservation of power to amend or repeal.
- 13.1-1284 - Application to existing real estate investment trusts and foreign business trusts.
- 13.1-1285 - Property title records.