Code of Virginia - Title 13.1 Corporations - Chapter 10 Virginia Nonstock Corporation Act

13.1-801 Short title
This chapter shall be known as the Virginia Nonstock Corporation Act or the "Act." (Code 1950, § 13.1-201; 1956, c. 428; 1985, c. 522; 2007, ...

13.1-802 Reservation of power to amend or repeal
The General Assembly shall have power to amend or repeal all or part of this Act at any time, and all domestic and foreign corporations ...

13.1-803 Definitions
As used in this Act: "Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original ...

13.1-804 Filing requirements
A. A document shall satisfy the requirements of this section, and of any other section that adds to or varies these requirements, to be entitled ...

13.1-804.1 Filing with the Commission pursuant to reorganization.
A. Notwithstanding anything to the contrary contained in § 13.1-804, 13.1-819, 13.1-896, or 13.1-904, whenever, pursuant to any applicable statute of the United States relating ...

13.1-805 Issuance of certificate by Commission; recordation of documents
A. Whenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission to evidence the effectiveness of the ...

13.1-806 Effective time and date of document
A. A certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the ...

13.1-807 Correcting filed articles
A. The board of directors of a corporation may authorize correction of any articles filed with the Commission if (i) the articles contain an inaccuracy; ...

13.1-808 Evidentiary effect of copy of filed document
A certificate attached to a copy of any document admitted to the records of the Commission, bearing the signature of the clerk of the Commission ...

13.1-809 Certificate of good standing
A. Anyone may apply to the Commission to furnish a certificate of good standing for a domestic or foreign corporation. B. The certificate shall state ...

13.1-810 Notice
For purposes of this Act, except for notice to or from the Commission: A. Notice shall be in writing except that oral notice of any ...

13.1-810.1 Number of members.
A. For purposes of this Act, the following identified as a member in a corporation's current record of members constitutes one member: 1. Two or ...

13.1-811 Penalty for signing false documents
A. It shall be unlawful for any person to sign a document which he knows is false in any material respect with intent that the ...

13.1-812 Unlawful to transact or offer to transact business as a corporation unless authorized
It shall be unlawful for any person to transact business in the Commonwealth as a corporation or to offer or advertise to transact business in ...

13.1-813 Hearing and finality of Commission action; injunctions
A. The Commission shall have no power to grant a hearing with respect to any certificate issued by the Commission with respect to any articles ...

13.1-814 Shares of stock and dividends prohibited
A corporation shall not issue shares of stock. No dividend shall be paid and no part of the income of a corporation shall be distributed ...

13.1-814.1 Special provisions for community associations
A. As used in this section, "community association" shall mean a corporation incorporated under this chapter or under former Chapter 2 of this title which ...

13.1-815 Fees to be collected by Commission; payment of fees prerequisite to Commission action; exception...
A. The Commission shall assess the registration fees and shall charge and collect the filing fees, charter fees and entrance fees imposed by law. The ...

13.1-815.1 Charter and entrance fees for corporations
A. Every domestic corporation, upon the granting of its charter or upon domestication, shall pay a charter fee in the amount of $50 into the ...

13.1-816 Fees for filing documents or issuing certificates
The Commission shall charge and collect the following fees, except as provided in § 12.1-21.2: 1. For filing any one of the following, the fee ...

13.1-817 Description unavailable
Repealed by Acts 1991, c. 123. ...

13.1-818 Incorporators
One or more persons may act as incorporators of a corporation by signing and filing articles of incorporation with the Commission. (Code 1950, § 13.1-230; ...

13.1-819 Articles of incorporation
A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of § 13.1-829. 2. If the ...

13.1-820 Issuance of certificate of incorporation
If the Commission finds that the articles of incorporation comply with the requirements of law and that all required fees have been paid, it shall ...

13.1-821 Liability for preincorporation transactions
All persons purporting to act as or on behalf of a corporation, but knowing there was no incorporation under this chapter, are jointly and severally ...

13.1-822 Organization of corporation
A. After incorporation: 1. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call ...

13.1-823 Bylaws
A. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation. B. The bylaws of a corporation may contain ...

13.1-824 Emergency bylaws
A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency ...

13.1-825 Purposes
Every corporation incorporated under this Act has the purpose of engaging in any lawful activity, unless: 1. A statute requires the corporation to issue shares ...

13.1-826 General powers
A. Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as ...

13.1-827 Emergency powers
A. In anticipation of or during an emergency defined in subsection D, the board of directors of a corporation may: 1. Modify lines of succession ...

13.1-828 Ultra vires
A. Except as provided in subsection B, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act. ...

13.1-829 Corporate name
A. A corporate name shall not contain any word or phrase that indicates or implies that it is organized for the purpose of conducting any ...

13.1-830 Reserved name
A. A person may apply to the Commission to reserve the exclusive use of a corporate name, including a designated name for a foreign corporation ...

13.1-831 Registered name
A. A foreign corporation may register its corporate name, or its corporate name with any addition required by § 13.1-924, if the name is distinguishable ...

13.1-832 Description unavailable
Repealed by Acts 2007, c. 771, cl. 2. ...

13.1-833 Registered office and registered agent
A. Each corporation shall continuously maintain in the Commonwealth: 1. A registered office that may be the same as any of its places of business; ...

13.1-834 Change of registered office or registered agent
A. A corporation may change its registered office or registered agent, or both, upon filing in the office of the Commission a statement of change ...

13.1-835 Resignation of registered agent
A. A registered agent may resign his agency appointment by signing and filing with the Commission his statement of resignation accompanied by a certification that ...

13.1-836 Service on corporation
A. A corporation's registered agent is the corporation's agent for service of process, notice, or demand required or permitted by law to be served on ...

13.1-837 Members
A corporation may have one or more classes of members or may have no members. If the corporation has one or more classes of members, ...

13.1-838 Annual meeting
A. A corporation shall hold a meeting of members annually at a time stated in or fixed in accordance with the bylaws. B. Annual meetings ...

13.1-839 Special meeting
A. A corporation shall hold a special meeting of members: 1. On call of the chairman of the board of directors, the president, the board ...

13.1-840 Court-ordered meeting
A. The circuit court of the city or county where a corporation's principal office is located, or, if none in the Commonwealth, where its registered ...

13.1-841 Corporate action without meeting
A. 1. Corporate action required or permitted by this Act to be taken at a meeting of the members may be taken without a meeting ...

13.1-842 Notice of meeting
A. 1. A corporation shall notify members of the date, time and place of each annual and special members' meeting. Such notice shall be given ...

13.1-843 Waiver of notice
A. A member may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time of ...

13.1-844 Record date
A. The bylaws may fix or provide the manner of fixing in advance the record date for one or more voting groups in order to ...

13.1-844.1 Conduct of the meeting.
A. At each meeting of members, a chairman shall preside. The chairman shall be appointed as provided in the articles of incorporation, bylaws, or, in ...

13.1-845 Members' list for meeting
A. The officer or agent having charge of the record of members of a corporation shall make, at least 10 days before each meeting of ...

13.1-846 Voting entitlement of members
A. Members shall not be entitled to vote except as the right to vote shall be conferred by the articles of incorporation or if the ...

13.1-847 Proxies
A. A member entitled to vote may vote in person or, unless the articles of incorporation or bylaws otherwise provide, by proxy. B. A member ...

13.1-847.1 Voting procedures and inspectors of elections.
A. A corporation may appoint one or more inspectors to act at a meeting of members and make a written report of the inspector's determinations. ...

13.1-848 Corporation's acceptance of votes
A. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a member, the corporation, if acting in ...

13.1-849 Quorum and voting requirements for voting groups
A. The bylaws may provide the number or percentage of members entitled to vote represented in person or by proxy, or the number or percentage ...

13.1-850 Action by single and multiple voting groups
A. If the articles of incorporation or this Act provides for voting by a single voting group on a matter, action on that matter is ...

13.1-851 Change in quorum or voting requirements
A. The articles of incorporation may provide for a lesser or greater quorum requirement for members or voting groups of members than required by this ...

13.1-852 Voting for directors; cumulative voting
A. Unless otherwise provided in the articles of incorporation, directors are elected by a plurality of the votes cast by the members entitled to vote ...

13.1-852.1 Member or director agreements
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 ...

13.1-852.2 Voting agreements.
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. ...

13.1-853 Requirement for and duties of board of directors
A. Except as provided in an agreement authorized by § 13.1-852.1, each corporation shall have a board of directors. B. All corporate powers shall be ...

13.1-854 Qualification of directors
The articles of incorporation or bylaws may prescribe qualifications for directors. Unless the articles of incorporation or bylaws so prescribe, a director need not be ...

13.1-855 Number and election of directors
A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or ...

13.1-856 Election of directors by certain classes of members
If the articles of incorporation authorize dividing the members into classes, the articles may also authorize the election of all or a specified number of ...

13.1-857 Terms of directors generally
A. In the absence of a provision in the articles of incorporation fixing a term of office, the term of office for a director shall ...

13.1-858 Staggered terms of directors
A. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into groups, and the terms ...

13.1-859 Resignation of directors
A. A director may resign at any time by delivering written notice to the board of directors, its chairman, the president, or the secretary. B. ...

13.1-860 Removal of directors
A. The members may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only ...

13.1-861 Judicial review of elections
Any member or director aggrieved by an election of directors may, after reasonable notice to the corporation and each director whose election is contested, apply ...

13.1-862 Vacancy on board of directors
A. Unless the articles of incorporation provide otherwise, if a vacancy occurs on the board of directors, including a vacancy resulting from an increase in ...

13.1-863 Compensation of directors
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. (1985, c. 522.) ...

13.1-864 Meetings of the board of directors
A. The board of directors may hold regular or special meetings in or out of the Commonwealth. B. Unless the articles of incorporation or bylaws ...

13.1-865 Action without meeting of board of directors
A. Except to the extent that the articles of incorporation or bylaws require that action by the board of directors be taken at a meeting, ...

13.1-866 Notice of board of directors' meetings
A. Unless the articles of incorporation or bylaws provide otherwise, regular meetings of the board of directors may be held without notice of the date, ...

13.1-867 Waiver of notice by director
A. A director may waive any notice required by this Act, the articles of incorporation, or bylaws before or after the date and time stated ...

13.1-868 Quorum and voting by directors
A. Unless the articles of incorporation or bylaws require a greater or lesser number for the transaction of all business or any particular business, or ...

13.1-869 Committees
A. Unless the articles of incorporation or bylaws provide otherwise, a board of directors may create one or more committees and appoint members of the ...

13.1-870 General standards of conduct for directors
A. A director shall discharge his duties as a director, including his duties as a member of a committee, in accordance with his good faith ...

13.1-870.1 Limitation on liability of officers and directors; exception
A. In any proceeding brought by or in the right of a corporation or brought by or on behalf of members of the corporation, the ...

13.1-870.2 Limitation on liability of officers and directors; additional exception
A. As used in this section, "community association" shall mean an unincorporated association or corporation which owns or has under its care, custody or control ...

13.1-871 Director conflict of interests
A. A conflict of interests transaction is a transaction with the corporation in which a director of the corporation has an interest that precludes him ...

13.1-871.1 Business opportunities.
A. A director's taking advantage, directly or indirectly, of a business opportunity may not be the subject of equitable relief or give rise to an ...

13.1-872 Required officers
A. Except as provided in an agreement authorized by § 13.1-852.1, a corporation shall have such officers with such titles and duties as shall be ...

13.1-873 Duties of officers
Each officer has the authority and shall perform the duties set forth in the bylaws or, to the extent consistent with the bylaws, the duties ...

13.1-874 Resignation and removal of officers
A. An officer may resign at any time by delivering notice to the corporation. A resignation is effective when the notice is delivered unless the ...

13.1-875 Definitions
In this article: "Corporation" includes any domestic corporation and any domestic or foreign predecessor entity of a domestic corporation in a merger or other transaction ...

13.1-876 Authority to indemnify
A. Except as provided in subsection D, a corporation may indemnify an individual made a party to a proceeding because the individual is or was ...

13.1-877 Mandatory indemnification
Unless limited by its articles of incorporation, a corporation shall indemnify a director who entirely prevails in the defense of any proceeding to which he ...

13.1-878 Advance for expenses
A. A corporation may pay for or reimburse the reasonable expenses incurred by a director who is a party to a proceeding in advance of ...

13.1-879 Description unavailable
Repealed by Acts 1987, cc. 59, 257. ...

13.1-879.1 Court orders for advances, reimbursement or indemnification
A. An individual who is made a party to a proceeding because he is a director of the corporation may apply to a court for ...

13.1-880 Determination and authorization of indemnification
A. A corporation may not indemnify a director under § 13.1-876 unless authorized in the specific case after a determination has been made that indemnification ...

13.1-881 Indemnification of officers
Unless limited by a corporation's articles of incorporation: 1. An officer of the corporation is entitled to mandatory indemnification under § 13.1-877, and is entitled ...

13.1-882 Insurance
A corporation may purchase and maintain insurance on behalf of an individual who is or was a director or officer of the corporation, or who, ...

13.1-883 Application of article
A. Unless the articles of incorporation or bylaws expressly provide otherwise, any authorization of indemnification in the articles of incorporation or bylaws shall not be ...

13.1-884 Authority to amend articles of incorporation
A. A corporation may amend its articles of incorporation at any time to add or change a provision that is required or permitted in the ...

13.1-885 Amendment of articles of incorporation by directors
A. Where there are no members, or no members having voting rights, an amendment shall be adopted at a meeting of the board of directors ...

13.1-886 Amendment of articles of incorporation by directors and members
A. Where there are members having voting rights, except where member approval of an amendment of the articles of incorporation is not required by this ...

13.1-887 Voting on amendments by voting groups
The articles of incorporation may provide that members of a class are entitled to vote as a separate voting group on specified amendments of the ...

13.1-887.1 Amendment prior to organization
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, ...

13.1-888 Articles of amendment
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. ...

13.1-889 Restated articles of incorporation
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 ...

13.1-890 Description unavailable
Repealed by Acts 2007, c. 925, cl. 2. ...

13.1-891 Effect of amendment of 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 ...

13.1-892 Amendment of bylaws by board of directors or members
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 ...

13.1-893 Bylaw provisions increasing quorum or voting requirements for directors
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 ...

13.1-893.1 Definitions.
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 ...

13.1-894 Merger
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, ...

13.1-895 Action on plan of merger
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 ...

13.1-896 Articles of merger
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 ...

13.1-897 Effect of merger
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 ...

13.1-897.1 Abandonment of a merger.
A. Unless otherwise provided in a plan of merger or in the laws under which a foreign corporation or a domestic or foreign eligible entity ...

13.1-898 , 13.1-898.1
Repealed by Acts 2007, c. 925, cl. 2. ...

13.1-898.2 Domestication
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 ...

13.1-898.3 Action on plan of domestication by a domestic corporation
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 ...

13.1-898.4 Articles of domestication
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 ...

13.1-898.5 Surrender of articles of incorporation upon domestication
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 ...

13.1-898.6 Effect of domestication
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 ...

13.1-898.7 Abandonment of domestication
A. Unless a plan of domestication of a domestic corporation prohibits abandonment of the domestication without member approval, after the domestication has been authorized, and ...

13.1-899 Sale of assets in regular course of business
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, ...

13.1-900 Sale of assets other than in regular course of business
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 ...

13.1-901 Sale of certain real property by incorporated educational institutions
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 ...

13.1-902 Dissolution by directors and members
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 ...

13.1-903 Dissolution by directors
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 ...

13.1-904 Articles of dissolution
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 ...

13.1-905 Revocation of dissolution
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 ...

13.1-906 Effect of dissolution
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 ...

13.1-907 Distribution and plan of distribution of assets
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 ...

13.1-908 Known claims against dissolved 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 ...

13.1-908.1 Other claims against dissolved corporation.
A. A dissolved corporation may also publish notice of its dissolution and request that persons with claims against the dissolved corporation present them in accordance ...

13.1-908.2 Court proceedings.
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 ...

13.1-908.3 Director duties.
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 ...

13.1-909 Grounds for judicial dissolution
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 ...

13.1-910 Receivership or custodianship
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 ...

13.1-911 Decree of dissolution
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 ...

13.1-912 Articles of termination of corporate existence
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 ...

13.1-913 Termination of corporate existence by incorporators or initial directors
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 ...

13.1-914 Automatic termination of corporate existence
A. If any domestic corporation fails to file the annual report required by this Act in a timely manner, the Commission shall mail notice to ...

13.1-915 Involuntary termination of corporate existence
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 ...

13.1-916 Reinstatement of a corporation that has ceased to exist
A corporation that has ceased to exist may apply to the Commission for reinstatement within five years thereafter unless the corporate existence was terminated by ...

13.1-917 Survival of remedy after termination of corporate existence
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 ...

13.1-918 Description unavailable
Repealed by Acts 1988, c. 405. ...

13.1-919 Authority to transact business required
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, ...

13.1-920 Consequences of transacting business without authority
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 ...

13.1-921 Application for certificate of authority
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 ...

13.1-922 Amended certificate of authority
A. A foreign corporation authorized to transact business in the Commonwealth shall obtain an amended certificate of authority from the Commission if it changes its ...

13.1-923 Effect of certificate of authority
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 ...

13.1-924 Corporate name of foreign corporation
A. No certificate of authority shall be issued to a foreign corporation unless the corporate name of such corporation: 1. Shall not contain any word ...

13.1-925 Registered office and registered agent of foreign corporation
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 ...

13.1-926 Change of registered office or registered agent of a foreign corporation
A. A foreign corporation authorized to transact business in the Commonwealth may change its registered office or registered agent by filing with the Commission a ...

13.1-927 Resignation of registered agent of foreign corporation
A. The registered agent of a foreign corporation may resign his agency appointment by signing and filing with the Commission his statement of resignation accompanied ...

13.1-928 Service of process on foreign corporation
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 ...

13.1-928.1 Merger of foreign corporation authorized to transact business in Commonwealth
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 ...

13.1-928.2 Entity conversion of foreign corporation authorized to transact business in Commonwealth
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 ...

13.1-929 Withdrawal of foreign corporation
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 ...

13.1-930 Automatic revocation of certificate of authority
A. If any foreign corporation fails to file the annual report required by this Act in a timely manner, the Commission shall mail notice to ...

13.1-931 Revocation of certificate of authority by Commission
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 ...

13.1-931.1 Reentry of foreign corporation whose certificate of authority has been surrendered or revoke...
A foreign corporation whose certificate of authority issued by the Commission has been surrendered or revoked may apply to the Commission for reentry within five ...

13.1-932 Corporate records
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 ...

13.1-933 Inspection of records by members
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 ...

13.1-934 Scope of inspection right
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 ...

13.1-935 Court-ordered inspection
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 ...

13.1-935.1 Inspection of records by directors.
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 ...

13.1-936 Annual report of domestic and foreign 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 ...

13.1-936.1 Annual registration fees for domestic and foreign corporations
A. Every domestic corporation and every foreign corporation authorized to conduct its affairs in the Commonwealth shall pay the state treasury by its due date ...

13.1-936.2 Collection of unpaid bills for registration fees
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 ...

13.1-937 Application to existing corporations
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 ...

13.1-938 Application to certain social, patriotic and benevolent societies incorporated before year 1900; re...
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 ...

13.1-939 Saving provision
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 ...

13.1-940 Description unavailable
Not set out. (1985, c. 522.) ...

13.1-941 Description unavailable
Repealed by Acts 2002, ch. 607. ...

13.1-941.01 Conversion to a domestic stock corporation
A domestic nonstock corporation may convert to a domestic stock corporation by filing with the Commission articles of amendment to its articles of incorporation, approved ...

13.1-942 Articles of amendment
A. A corporation converting to a stock corporation shall file with the Commission articles of amendment in accordance with § 13.1-888. B. The articles of ...

13.1-943 Fees
Upon the filing of the articles of amendment to convert to a stock corporation, in addition to the fees required by § 13.1-816 for filing ...

13.1-944 Controlling law and continuity
A. Upon the effective date of the certificate of amendment, the corporation shall be converted to a stock corporation, and thereafter be subject to the ...

13.1-945 Property title records.
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 ...

13.1-946 through 13.1-980
Reserved. ...