Code of Virginia - Title 13.1 Corporations - Chapter 14 Virginia Business Trust Act

13.1-1200 Short title
This chapter shall be known as the Virginia Business Trust Act. (2002, c. 621.) ...

13.1-1201 Definitions
As used in this chapter: "Articles of trust" means all documents constituting, at any particular time, the articles of trust of a business trust. Articles ...

13.1-1202 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 ...

13.1-1203 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 ...

13.1-1204 Fees
The Commission shall charge and collect the following fees: 1. For filing any one of the following, the fee shall be $100: a. Articles of ...

13.1-1205 Unlawful to sign false documents; penalty
A. It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document ...

13.1-1206 Unlawful to transact or offer to transact business as a business trust; penalty
A. It shall be unlawful for any person to transact business in this Commonwealth as a business trust or to offer or advertise to transact ...

13.1-1207 Tax classification
For purposes of any tax imposed by Title 58.1, a business trust shall be classified as a corporation, an association, a partnership, a trust, a ...

13.1-1208 Separate legal entity
A business trust established in accordance with the provisions of this chapter is a separate legal entity. (2002, c. 621.) ...

13.1-1209 Purposes
Every business trust formed under this chapter has the purpose of engaging in any lawful business, except as otherwise may be provided by the law ...

13.1-1210 Powers
Unless the articles of trust provide otherwise, every business trust has the same powers as an individual or any other entity to do all things ...

13.1-1211 Formation
One or more persons may form a business trust by signing and filing articles of trust with the Commission. Such person or persons need not ...

13.1-1212 Articles of trust
A. The articles of trust shall set forth: 1. A name for the business trust that satisfies the requirements of § 13.1-1214; 2. The post ...

13.1-1213 Articles of correction
A. A business trust may correct its articles of trust at any time to correct a name or address specified in the articles of trust. ...

13.1-1214 Name
A. The name of each business trust, as set forth in its articles of trust, may contain the following words: "company," "association," "club," "foundation," "fund," ...

13.1-1215 Reserved name
A. A person may apply to the Commission to reserve the exclusive use of a business trust name, including the designated name for a foreign ...

13.1-1216 Amendment of articles of trust
A. (Effective until April 1, 2009) Except to the extent otherwise provided in this chapter, in the articles of trust or in the governing instrument ...

13.1-1217 (Effective until April 1, 2009) Restatement of articles of trust
A. Except to the extent otherwise provided in this chapter, in the articles of trust or in the governing instrument of the business trust, the ...

13.1-1218 Existence
A. Except to the extent otherwise provided in this chapter, in the articles of trust or in the governing instrument of the business trust, a ...

13.1-1219 Governing instrument
A. A governing instrument of a business trust may: 1. Provide that a person shall become a beneficial owner and shall become bound by the ...

13.1-1220 Registered office and registered agent
A. Each domestic business trust and each foreign business trust registered pursuant to Article 9 (§ 13.1-1241 et seq.) of this chapter shall continuously maintain ...

13.1-1221 Change of registered office or registered agent
A. A business trust or a foreign business trust registered pursuant to Article 9 (§ 13.1-1241 et seq.) of this chapter may change its registered ...

13.1-1222 Resignation of registered agent
A. A registered agent may resign his agency appointment by signing and filing with the Commission a statement of resignation accompanied by his certification that ...

13.1-1223 Service on business trust
A. A domestic or foreign business trust's registered agent is the business trust's agent for service of process, notice, or demand required or permitted by ...

13.1-1224 Beneficial owners
A. 1. A contribution of a beneficial owner to the business trust may be in cash, property, or services rendered, or a promissory note or ...

13.1-1225 Limited liability
Except to the extent otherwise expressly provided in the governing instrument of the business trust, the beneficial owners shall be entitled to the same limitation ...

13.1-1226 Beneficial interests
A. Except to the extent otherwise provided in the articles of trust or in the governing instrument of a business trust, a beneficial owner shall ...

13.1-1227 Distributions to beneficial owners
A. The trustees may authorize and the business trust may make distributions to its beneficial owners, subject to restriction by the articles of trust or ...

13.1-1228 Trustee management; limitation on duties and liabilities of others
A. Except to the extent otherwise provided in the articles of trust or in the governing instrument of a business trust, the trustees shall choose ...

13.1-1229 Trustee standards of conduct; trustee liability; restrictions on liability limitations in governin...
A. A trustee shall discharge his duties as a trustee in accordance with the standards of conduct provided for directors of a Virginia corporation pursuant ...

13.1-1230 Indemnification
A. A business trust shall have the power to indemnify and hold harmless any trustee, officer, employee or agent from and against any and all ...

13.1-1231 Capacity to sue and be sued; process; liabilities and obligations; attachment; seizure of certain a...
A. A business trust may sue and be sued in its own name, and service of process on one of the trustees shall be sufficient ...

13.1-1232 Right of action
A beneficial owner may bring a derivative proceeding in the right of a business trust to the same extent, and in the same manner, that ...

13.1-1233 Payment of and security for expenses
On termination of a derivative proceeding, the court shall: 1. Order the business trust to pay the plaintiff's reasonable expenses, including counsel fees, incurred in ...

13.1-1234 (Effective until April 1, 2009) Dissolution generally
A. A business trust organized under this chapter is dissolved and its affairs shall be wound up upon the happening of the first to occur ...

13.1-1235 (Effective until April 1, 2009) Judicial dissolution
On application by or for a beneficial owner, the circuit court of the city or county in which the registered office of the business trust ...

13.1-1236 (Effective until April 1, 2009) Winding up
Unless otherwise provided in the articles of trust or in the governing instrument, upon the dissolution of a business trust, the trustees may wind up ...

13.1-1237 Distribution of assets upon dissolution
Upon the winding up of a business trust, the assets of the business trust shall be distributed as follows: 1. To creditors, including beneficial owners ...

13.1-1238 (Effective until April 1, 2009) Articles of cancellation
A. Upon the completion of winding up of the business trust, articles of cancellation shall be filed with the Commission. The winding up of a ...

13.1-1238.1 (Effective April 1, 2009) Automatic cancellation of business trust existence
A. If any business trust fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be ...

13.1-1238.2 (Effective April 1, 2009) Involuntary cancellation of certificate of business trust
A. The existence of a business trust may be canceled involuntarily by order of the Commission when it finds that the business trust has: 1. ...

13.1-1239 (Effective until April 1, 2009) Reinstatement
A business trust that has filed articles of cancellation may be relieved of the cancellation and its certificate of trust shall be reinstated by filing ...

13.1-1240 Dissolution of series
A. Except to the extent otherwise provided in the articles of trust or in the governing instrument of the business trust, a series established in ...

13.1-1241 (Effective until April 1, 2009) Law governing
Subject to the Constitution of this Commonwealth: 1. The laws of the state or other jurisdiction under which a foreign business trust is formed govern ...

13.1-1242 (Effective until April 1, 2009) Registration
Before transacting business in the Commonwealth, a foreign business trust shall register with the Commission. In order to register, a foreign business trust shall deliver ...

13.1-1243 (Repealed effective April 1, 2009) Issuance of registration
A. If the Commission finds that an application for registration conforms to the provisions of this article and all required fees have been paid, it ...

13.1-1244 Name
A. No certificate of registration shall be issued to a foreign business trust unless the name of such foreign business trust satisfies the requirements of ...

13.1-1245 (Effective until April 1, 2009) Changes and amendment
If any statement in the application for registration of a foreign business trust was false when made or any arrangements or other facts described have ...

13.1-1246 Cancellation of certificate of registration
A. A foreign business trust may cancel its certificate of registration by delivering to the Commission articles of cancellation on forms prescribed and furnished by ...

13.1-1246.1 (Effective April 1, 2009) Automatic cancellation of registration
A. If any foreign business trust fails to pay its annual registration fee on or before December 31 of the year assessed, its certificate of ...

13.1-1246.2 (Effective April 1, 2009) Involuntary cancellation of registration
A. The certificate of registration to transact business in the Commonwealth of any foreign business trust may be canceled involuntarily by order of the Commission ...

13.1-1246.3 (Effective April 1, 2009) Reinstatement of a certificate of registration that has been cancele...
A. A foreign business trust whose certificate of registration to transact business in the Commonwealth has been canceled may be relieved of the cancellation and ...

13.1-1247 Transaction of business without registration; civil penalty
A. A foreign business trust transacting business in the Commonwealth shall not maintain any action, suit, or proceeding in any court of the Commonwealth until ...

13.1-1248 Actions by Attorney General
The Attorney General may bring an action to restrain a foreign business trust from transacting business in this Commonwealth in violation of this article. (2002, ...

13.1-1249 Transactions not constituting doing business
A. The following activities of a foreign business trust, among others, do not constitute transacting business within the meaning of this article: 1. Maintaining, defending, ...

13.1-1250 (Effective until April 1, 2009) Merger of foreign business trust registered to transact business i...
A. Whenever a foreign business trust registered to transact business in this Commonwealth is a party to a merger permitted by the laws of the ...

13.1-1250.1 Entity conversion of foreign business trust registered to transact business in Commonwealt...
A. Whenever a foreign business trust that is registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting ...

13.1-1251 Annual registration fees to be assessed and collected by Commission; application of paymen...
The Commission shall assess and collect the annual registration fees imposed by this chapter. When the Commission receives payment of a registration fee assessed against ...

13.1-1252 Annual registration fees to be paid by domestic and foreign business trusts
A. Every domestic business trust, and every foreign business trust registered to transact business in the Commonwealth, shall pay into the state treasury on or ...

13.1-1253 Assessment of annual registration fees and forwarding of statements
The Commission shall ascertain from its records each domestic business trust and each foreign business trust registered to transact business in this Commonwealth, as of ...

13.1-1254 (Effective until April 1, 2009) Penalty for failure to timely pay annual registration fees or file ...
A. Any domestic or any foreign business trust failing to pay the annual registration fee into the state treasury within the time prescribed in § ...

13.1-1255 Payment of fees, fines, penalties, and interest prerequisite to Commission action; refund...
A. The Commission shall not file or issue with respect to any domestic or foreign business trust any document or certificate specified in this chapter, ...

13.1-1256 Collection by suit and of unpaid bills
The provisions of §§ 13.1-775.1 and 58.1-2814, so far as they are applicable, shall apply to the annual registration fees and penalties imposed by this ...

13.1-1257 Authorization for merger
Unless the governing instrument provides otherwise, a domestic business trust may merge with or into one or more business trusts or other business entities formed ...

13.1-1258 Approval
A. Unless otherwise provided in the articles of trust or the governing instrument of a business trust, a merger shall be approved by each business ...

13.1-1259 Exchange of securities; termination or amendment of merger
In connection with a merger, rights or securities of, or interests in, a business trust or other business entity that is a constituent party to ...

13.1-1260 Description unavailable
Repealed by Acts 2003, c. 373, effective October 1, 2003. ...

13.1-1261 (Effective until April 1, 2009) Articles of merger
After a plan of merger is approved by each party to the merger, the surviving business trust or other surviving business entity shall file with ...

13.1-1262 Governing instrument
A. Notwithstanding anything to the contrary contained in the governing instrument of a business trust, a governing instrument of a business trust containing a specific ...

13.1-1263 Effect of merger
When a merger takes effect: 1. The separate existence of each business trust, corporation, partnership, limited partnership, or limited liability company party to the merger, ...

13.1-1264 Definitions
As used in this article: "Articles of organization" has the same meaning specified in § 13.1-1002. "Converting entity" means the domestic or foreign business trust, ...

13.1-1265 Domestication
A. A foreign business trust, corporation, limited liability company, limited partnership, partnership or other entity may become a domestic business trust if the laws of ...

13.1-1266 Plan of domestication
A. The domesticating foreign entity shall adopt a plan of domestication setting forth: 1. A statement of the jurisdiction in which the domestic business trust ...

13.1-1267 Action on plan of domestication by a domestic business trust
A. The plan of domestication shall be approved by the trustees of the domestic business trust in the manner provided in the business trust's governing ...

13.1-1268 Articles of domestication
A. After the domestication of a foreign entity is approved in the manner required by the laws of the jurisdiction in which the foreign entity ...

13.1-1269 Surrender of articles of trust upon domestication
A. Whenever a domestic business trust has adopted and approved, in the manner required by this article, a plan of domestication providing for the business ...

13.1-1270 Effect of domestication
A. When a foreign business trust's certificate of domestication in this Commonwealth becomes effective, with respect to that business trust: 1. The title to all ...

13.1-1271 Abandonment of domestication
A. Unless a plan of domestication of a domestic business trust prohibits abandonment of the domestication without approval of one or more voting groups, after ...

13.1-1272 Entity conversion
A. A domestic corporation, limited liability company, limited partnership, partnership and other entity may become a domestic business trust pursuant to a plan of entity ...

13.1-1273 Plan of entity conversion
A. The converting domestic entity shall adopt a plan of entity conversion setting forth: 1. A statement of the domestic entity's intention to convert to ...

13.1-1274 Action on plan of entity conversion
A. In the case of a corporation that is a converting entity: 1. The board of directors of the converting entity shall adopt the plan ...

13.1-1275 Articles of entity conversion
A. After the conversion of a domestic entity into a business trust has been adopted and approved as required by this article, the converting entity ...

13.1-1276 Effect of entity conversion
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 ...

13.1-1277 Abandonment of entity conversion
A. Unless a plan of entity conversion of a corporation prohibits abandonment of the conversion without shareholder approval, after the conversion has been authorized, and ...

13.1-1278 Trust records
A. A business trust shall keep minutes of all meetings of its beneficial owners and trustees, a record of all actions taken by the beneficial ...

13.1-1279 Inspection of records by beneficial owners
A. Subject to subsection C of § 13.1-1280, a beneficial owner of a business trust is entitled to inspect and copy, during regular business hours ...

13.1-1280 Scope of inspection right
A. A beneficial owner's agent or attorney has the same inspection and copying rights as the beneficial owner he represents. B. The right to copy ...

13.1-1281 Court-ordered inspection
A. If a business trust does not allow a beneficial owner who complies with subsection A of § 13.1-1279 to inspect and copy any records ...

13.1-1282 Construction and application of chapter and governing instrument
A. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. B. This ...

13.1-1283 Reservation of power to amend or repeal
The General Assembly shall have the power to amend or repeal all or part of this chapter at any time and all domestic and foreign ...

13.1-1284 Application to existing real estate investment trusts and foreign business trusts
Unless otherwise provided, the provisions of this chapter shall apply to all real estate investment trusts created under former Chapter 9 (§ 6-577 et seq.) ...

13.1-1285 Property title records.
A. Whenever the records in the office of the clerk of the Commission reflect that a domestic or foreign business trust has changed or corrected ...