Code of Virginia - Title 13.1 Corporations - Chapter 9 Virginia Stock Corporation Act

13.1-601 Short title
This chapter shall be known as the Virginia Stock Corporation Act. (Code 1950, § 13.1-1; 1956, c. 428; 1985, c. 522.) ...

13.1-602 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 ...

13.1-603 Definitions
In this chapter: "Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued ...

13.1-604 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 ...

13.1-604.1 Filings with the Commission pursuant to reorganization
A. Notwithstanding anything to the contrary contained in § 13.1-604, 13.1-619, 13.1-720 or 13.1-743, whenever, pursuant to any applicable statute of the United States relating ...

13.1-605 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 ...

13.1-606 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 ...

13.1-607 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; ...

13.1-608 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 ...

13.1-609 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 ...

13.1-610 Notice
For purposes of this chapter, except for notice to or from the Commission: A. Notice shall be in writing except that oral notice of any ...

13.1-610.1 Householding.
A. A corporation shall be deemed to have delivered written notice or any other report or statement under this chapter, the articles of incorporation or ...

13.1-611 Number of shareholders
A. For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder: 1. Two or ...

13.1-612 Penalty for signing false documents
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 ...

13.1-613 Unlawful to transact or offer to transact business as a corporation unless authorized
It shall be unlawful for any person to transact business in this Commonwealth as a corporation or to offer or advertise to transact business in ...

13.1-614 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 ...

13.1-615 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 ...

13.1-615.1 Charter and entrance fees for corporations
A. Every domestic corporation, upon the granting of its charter or upon domestication, shall pay a charter fee into the state treasury, and every foreign ...

13.1-616 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 ...

13.1-617 Description unavailable
Repealed by Acts 2001, c. 545, effective February 1, 2002. ...

13.1-618 Incorporators
One or more persons may act as incorporators of a corporation by signing and filing articles of incorporation with the Commission. (Code 1950, § 13.1-48; ...

13.1-619 Articles of incorporation
A. The articles of incorporation shall set forth: 1. A corporate name for the corporation that satisfies the requirements of § 13.1-630; 2. The number ...

13.1-620 Special kinds of business
A. If any corporation is to conduct the business of a bank or trust company, that shall be stated in the articles of incorporation and ...

13.1-621 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 ...

13.1-622 Liability for preincorporation transactions
All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable ...

13.1-623 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 ...

13.1-624 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 ...

13.1-625 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 ...

13.1-626 Purposes
Every corporation incorporated under this Act has the purpose of engaging in any lawful business unless a more limited purpose is (i) set forth in ...

13.1-627 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 ...

13.1-628 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 ...

13.1-629 Ultra vires
A. Except as provided in subsection B of this section, corporate action may not be challenged on the ground that the corporation lacks or lacked ...

13.1-630 Corporate name
A. A corporate name shall contain the word "corporation," "incorporated," "company," or "limited," or the abbreviation "corp.," "inc.," "co.," or "ltd." Such words and their ...

13.1-631 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 ...

13.1-632 Registered name
A. A foreign corporation may register its corporate name, or its corporate name with any addition required by § 13.1-762, if the name is distinguishable ...

13.1-633 Description unavailable
Repealed by Acts 2007, c. 771, cl. 2. ...

13.1-634 Registered office and registered agent
A. Each corporation shall continuously maintain in this Commonwealth: 1. A registered office that may be the same as any of its places of business; ...

13.1-635 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 ...

13.1-636 Resignation of registered agent
A. A registered agent may resign the agency appointment by signing and filing with the Commission his statement of resignation accompanied by a certification that ...

13.1-637 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 ...

13.1-638 Authorized shares
A. The articles of incorporation shall set forth any classes of shares and series of shares within a class, and the number of shares of ...

13.1-639 Terms of class or series determined by board of directors
A. If the articles of incorporation so provide, the board of directors, without shareholder action, may, by adoption of an amendment of the articles of ...

13.1-640 Issued and outstanding shares
A. A corporation may issue the number of shares of each class or series authorized by the articles of incorporation. Shares that are issued are ...

13.1-641 Fractional shares
A. A corporation may, if authorized by its board of directors: 1. Issue fractions of a share or pay in money the value of fractions ...

13.1-642 Subscription for shares before incorporation
A. A subscription for shares entered into before incorporation is irrevocable for six months unless the subscription agreement provides otherwise or all the subscribers agree ...

13.1-643 Issuance of shares
A. The powers granted in this section to the board of directors may be reserved to the shareholders by the articles of incorporation. B. Any ...

13.1-644 Liability for shares issued before payment
A. A purchaser from a corporation of its own shares is not liable to the corporation or its creditors with respect to the shares except ...

13.1-645 Share dividends
A. Unless the articles of incorporation provide otherwise, shares may be issued pro rata and without consideration to the corporation's shareholders or to the shareholders ...

13.1-646 Share options
A. Subject to the provisions of § 13.1-651, a corporation may issue rights, options or warrants for the purchase of shares or other securities of ...

13.1-647 Form and content of certificates evidencing shares and form of bonds
A. Shares may but need not be represented by certificates. Unless this chapter or another statute expressly provides otherwise, the rights and obligations of shareholders ...

13.1-648 Shares without certificates
A. Unless the articles of incorporation or bylaws provide otherwise, the board of directors of a corporation may authorize the issue of some or all ...

13.1-649 Restriction on transfer of shares and other securities
A. The articles of incorporation, bylaws, an agreement among shareholders, or an agreement between shareholders and the corporation may impose restrictions on the transfer or ...

13.1-650 Expense of issue
A corporation may pay the expenses of selling or underwriting its shares, and of organizing or reorganizing the corporation, from the consideration received for shares. ...

13.1-651 Shareholders' preemptive rights
A. Unless limited or denied in the articles of incorporation and subject to the limitations in subsections D through G, the shareholders of a corporation ...

13.1-652 Corporation's acquisition of its own shares
A. A corporation may acquire its own shares and shares so acquired constitute authorized but unissued shares of the same class, if any, but undesignated ...

13.1-653 Distributions to shareholders
A. A board of directors may authorize and the corporation may make distributions to its shareholders, subject to restriction by the articles of incorporation and ...

13.1-654 Annual meeting
A. Unless directors are elected by written consent in lieu of an annual meeting as permitted by § 13.1-657, a corporation shall hold a meeting ...

13.1-655 Special meeting
A. A corporation shall hold a special meeting of shareholders: 1. On call of the chairman of the board of directors, the president, the board ...

13.1-656 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 ...

13.1-657 Action without meeting
A. Action required or permitted by this chapter to be adopted or taken at a shareholders' meeting may be adopted or taken without a meeting ...

13.1-658 Notice of meeting
A. A corporation shall notify shareholders of the date, time, and place of each annual and special shareholders' meeting. Such notice shall be given no ...

13.1-659 Waiver of notice
A. A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time of ...

13.1-660 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 ...

13.1-660.1 Conduct of the meeting
A. At each meeting of shareholders, a chairman shall preside. The chairman shall be appointed as provided in the articles of incorporation, bylaws or, in ...

13.1-661 Shareholders' list for meeting
A. The officer or agent having charge of the share transfer books of a corporation shall make, at least ten days before each meeting of ...

13.1-662 Voting entitlement of shares
A. Except as provided in subsections B, C, D and E or unless the articles of incorporation provide otherwise, each outstanding share, regardless of class, ...

13.1-663 Proxies
A. A shareholder may vote the shareholder's shares in person or by proxy. B. A shareholder or the shareholder's agent or attorney-in-fact may appoint a ...

13.1-664 Shares held by nominees
A. A corporation may establish a procedure by which the beneficial owner of shares that are registered in the name of a nominee is recognized ...

13.1-664.1 Voting procedures and inspectors of elections
A. A public corporation shall, and any other corporation may, appoint one or more inspectors to act at a meeting of shareholders and make a ...

13.1-665 Corporation's acceptance of votes
A. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name of a shareholder, the corporation, if acting in ...

13.1-666 Quorum and voting requirements for voting groups
A. Shares entitled to vote as a separate voting group may take action on a matter at a meeting only if a quorum of those ...

13.1-667 Action by single and multiple voting groups
A. If the articles of incorporation or this chapter provides for voting by a single voting group on a matter, action on that matter is ...

13.1-668 Change in quorum or voting requirements
A. The articles of incorporation may provide for (i) a lesser or greater quorum requirement for shareholders, but not less than one-third of the shares ...

13.1-669 Voting for directors; cumulative voting
A. Unless otherwise provided in the articles of incorporation or the bylaws, directors are elected by a plurality of the votes cast by the shares ...

13.1-670 Voting trusts
A. One or more shareholders may create a voting trust, conferring on a trustee or trustees the right to vote or otherwise act for them, ...

13.1-671 Voting agreements
A. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. A ...

13.1-671.1 Shareholder agreements
A. An agreement among the shareholders of a corporation that complies with this section is effective among the shareholders and the corporation, even though it ...

13.1-672 Description unavailable
Repealed by Acts 1992, c. 802. ...

13.1-672.1 Standing; condition precedent; stay of proceedings
A. A shareholder shall not commence or maintain a derivative proceeding unless the shareholder: 1. Was a shareholder of the corporation at the time of ...

13.1-672.2 Discontinuance or settlement
A. A derivative proceeding shall not be settled or discontinued without the court's approval. If the court determines that the discontinuance or settlement will substantially ...

13.1-672.3 Foreign corporations
Notwithstanding the provisions of §§ 13.1-672.1 and 13.1-672.4, in any derivative proceeding in the right of a foreign corporation, subject to the court's determination of ...

13.1-672.4 Dismissal
A. A derivative proceeding shall be dismissed by the court on motion by the corporation if one of the groups specified in subsection B or ...

13.1-672.5 Payment of and security for expenses
On termination of a derivative proceeding, the court shall: 1. Order the corporation to pay the plaintiff's reasonable expenses (including counsel fees) incurred in the ...

13.1-672.6 Shareholder action to appoint custodian or receiver for a public corporation.
A. The circuit court in any city or county where a public corporation's principal office is or was last located, or, if none in the ...

13.1-673 Requirement for and duties of board of directors
A. Except as provided in an agreement authorized by § 13.1-671.1, each corporation shall have a board of directors. B. All corporate powers shall be ...

13.1-674 Qualification of directors
The articles of incorporation or bylaws may prescribe qualifications for directors. A director need not be a resident of this Commonwealth or a shareholder of ...

13.1-675 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 ...

13.1-676 Election of directors by certain classes of shareholders
If the articles of incorporation authorize dividing the shares into classes, the articles may also authorize the election of all or a specified number of ...

13.1-677 Terms of directors generally
A. The terms of the initial directors of a corporation expire at the first shareholders' meeting at which directors are elected, unless their terms are ...

13.1-678 Staggered terms for directors
A. The articles of incorporation may provide for staggering the terms of directors by dividing the total number of directors into two or three groups, ...

13.1-679 Resignation of directors
A. A director may resign at any time by delivering a written resignation to the board of directors or its chairman, or to the secretary ...

13.1-680 Removal of directors by shareholders
A. The shareholders may remove one or more directors with or without cause, unless the articles of incorporation provide that directors may be removed only ...

13.1-681 Judicial review of elections
Any shareholder aggrieved by an election of directors may, after reasonable notice to the corporation and each director whose election is contested, apply for relief ...

13.1-682 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 ...

13.1-683 Compensation of directors
Unless the articles of incorporation or bylaws provide otherwise, the board of directors may fix the compensation of directors. (Code 1950, § 13.1-35; 1956, c. ...

13.1-684 Meetings of the board of directors
A. The board of directors may hold regular or special meetings in or out of this Commonwealth. B. Unless the articles of incorporation or bylaws ...

13.1-685 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, ...

13.1-686 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, ...

13.1-687 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 ...

13.1-688 Quorum and voting by directors
A. Unless the articles of incorporation or bylaws require a greater number for the transaction of all business or any particular business, or unless otherwise ...

13.1-689 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 ...

13.1-690 General standards of conduct for director
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 ...

13.1-690.1 Director of open-end management investment company deemed independent and disinterested.
A director of a corporation that is an open-end management investment company, as defined by the Investment Company Act of 1940, who with respect to ...

13.1-691 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 the ...

13.1-691.1 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 ...

13.1-692 Liability for unlawful distributions
A. A director who votes for or assents to a distribution made in violation of this chapter or the articles of incorporation is personally liable ...

13.1-692.1 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 shareholders of the corporation, the ...

13.1-693 Required officers
A. Except as provided in an agreement authorized by § 13.1-671.1, a corporation shall have such officers with such titles and duties as shall be ...

13.1-694 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 ...

13.1-695 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 ...

13.1-696 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 ...

13.1-697 Authority to indemnify
A. Except as provided in subsection D, a corporation may indemnify an individual made a party to a proceeding because he is or was a ...

13.1-698 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 ...

13.1-699 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 ...

13.1-700 Description unavailable
Repealed by Acts 1987, cc. 59, 257. ...

13.1-700.1 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 ...

13.1-701 Determination and authorization of indemnification
A. A corporation may not indemnify a director under § 13.1-697 unless authorized in the specific case after a determination has been made that indemnification ...

13.1-702 Indemnification of officers
Unless limited by a corporation's articles of incorporation: 1. An officer of the corporation is entitled to mandatory indemnification under § 13.1-698, and is entitled ...

13.1-703 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, ...

13.1-704 Application of article
A. Unless the articles of incorporation or bylaws expressly provide otherwise, any authorization of indemnification or advances or reimbursement of expenses in the articles of ...

13.1-705 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 ...

13.1-706 Amendment of articles of incorporation by directors
Unless the articles of incorporation provide otherwise, a corporation's board of directors may adopt one or more amendments to the corporation's articles of incorporation without ...

13.1-707 Amendment of articles of incorporation by directors and shareholders
A. Except where shareholder approval of an amendment of the articles of incorporation is not required by this chapter, an amendment to the articles of ...

13.1-708 Voting on amendments by voting groups
A. Except as otherwise provided in the articles of incorporation, if a corporation has more than one class of shares outstanding, the outstanding shares of ...

13.1-709 Amendment before issuance of shares
If a corporation has not yet issued shares, its board of directors or incorporators, in the event that there is no board of directors, may ...

13.1-710 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. ...

13.1-711 Restated articles of incorporation
A. A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder approval. B. The restatement may include ...

13.1-712 Description unavailable
Repealed by Acts 1988, c. 194. ...

13.1-713 Effect of amendment of articles of incorporation
An amendment to the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to ...

13.1-714 Amendment of bylaws by board of directors or shareholders
A. A corporation's shareholders may amend or repeal the corporation's bylaws. B. A corporation's board of directors may amend or repeal the corporation's bylaws except ...

13.1-715 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 ...

13.1-715.1 Definitions
As used in this article: "Merger" means a business combination pursuant to § 13.1-716. "Party to a merger" or "party to a share exchange" means ...

13.1-716 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, ...

13.1-717 Share exchange
A. Through a share exchange: 1. A domestic corporation may acquire all of the shares of one or more classes or series of shares of ...

13.1-718 Action on a plan of merger or share exchange
A. In the case of a domestic corporation that is a party to a merger or share exchange: 1. The plan of merger or share ...

13.1-719 Merger between parent and subsidiary or between subsidiaries
A. A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that possess at least 90 percent of the voting power ...

13.1-719.1 Formation of a holding company.
A. In this section: "Constituent corporation" means a corporation which, from the incorporation of the holding company until consummation of a merger governed by this ...

13.1-720 Articles of merger or share exchange
A. After a plan of merger or share exchange has been adopted and approved as required by this chapter, articles of merger or share exchange ...

13.1-721 Effect of merger or share exchange
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 ...

13.1-721.1 Abandonment of a merger or share exchange
A. Unless otherwise provided in a plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or ...

13.1-722 , 13.1-722.1
Repealed by Acts 2005, c. 765, cl. 2. ...

13.1-722.2 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 ...

13.1-722.3 Action on plan of domestication by a domestic corporation
In the case of a domestic corporation: A. The board of directors of the corporation shall adopt the plan of domestication. B. After adopting the ...

13.1-722.4 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 ...

13.1-722.5 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 ...

13.1-722.6 Effect of domestication
A. When a foreign corporation's certificate of domestication in this Commonwealth becomes effective, with respect to that corporation: 1. The title to all real estate ...

13.1-722.7 Abandonment of domestication
A. Unless a plan of domestication of a domestic corporation prohibits abandonment of the domestication without shareholder approval, after the domestication has been authorized, and ...

13.1-722.8 Definitions
In this article: "Articles of organization" has the same meaning specified in § 13.1-1002. "Converting entity" means the domestic corporation or domestic limited liability company ...

13.1-722.9 Entity conversion
A. A corporation may become a limited liability company pursuant to a plan of entity conversion. Such a plan shall be adopted and approved by ...

13.1-722.10 Plan of entity conversion
A. A plan of entity conversion shall set forth: 1. In the case of a conversion of a corporation into a limited liability company: a. ...

13.1-722.11 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 ...

13.1-722.12 Articles of entity conversion
A. After the conversion of a corporation into a limited liability company has been adopted and approved as required by this article, the converting entity ...

13.1-722.13 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 ...

13.1-722.14 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 ...

13.1-723 Disposition of assets not requiring shareholder approval
Unless the articles of incorporation otherwise provide, no approval of the shareholders of a corporation is required: 1. To sell, lease, exchange, or otherwise dispose ...

13.1-724 Shareholder approval of certain dispositions
A. A sale, lease, exchange or other disposition of the corporation's assets, other than a disposition described in § 13.1-723, requires approval of the corporation's ...

13.1-725 Definitions
For purposes of this article: An "affiliate" means a person that directly, or indirectly through one or more intermediaries, controls, is controlled by, or is ...

13.1-725.1 Affiliated transactions
Notwithstanding any provision to the contrary contained in this chapter, except as provided in subsection B of § 13.1-727, no corporation shall engage in any ...

13.1-726 Voting requirements for affiliated transactions
Except as provided in § 13.1-727 and notwithstanding the provisions of subsection A of § 13.1-638, in addition to any affirmative vote required by any ...

13.1-726.1 Determination by disinterested directors
A majority of the disinterested directors shall have the power to determine for the purposes of this article: 1. Whether a person is an interested ...

13.1-727 Exceptions
A. The voting requirements set forth in § 13.1-726 do not apply to a particular affiliated transaction if the conditions specified in either of the ...

13.1-727.1 Nonexclusivity
Except as expressly provided in this article, the provisions of this article shall not limit actions that may be taken, or require the taking of ...

13.1-728 Description unavailable
Repealed by Acts 1988, c. 442. ...

13.1-728.1 Definitions
As used in this article: "Acquiring person," with respect to any public corporation, means any person who has made or proposes to make a control ...

13.1-728.2 Application
Unless, at the time of any control share acquisition with respect to a public corporation, such corporation's articles of incorporation or bylaws provide that this ...

13.1-728.3 Voting rights
A. Notwithstanding any contrary provision of this chapter, shares acquired in a control share acquisition have no voting rights unless voting rights are granted by ...

13.1-728.4 Control share acquisition statement
Any acquiring person may, after any control share acquisition or before any proposed one, deliver a control share acquisition statement to the public corporation at ...

13.1-728.5 Meeting of shareholders
A. If the acquiring person so requests at the time of delivery of a control share acquisition statement and gives an undertaking to pay the ...

13.1-728.6 Notice to shareholders
A. If a special meeting of shareholders is required to be called pursuant to § 13.1-728.5, notice of the special meeting shall be given as ...

13.1-728.7 Redemption
A. If authorized in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, the shares acquired in such control share ...

13.1-728.8 Appraisal rights
A. Unless otherwise provided in a corporation's articles of incorporation or bylaws before a control share acquisition has occurred, in the event shares acquired in ...

13.1-728.9 Nonexclusivity
Except as expressly provided in this article, neither the provisions of this article nor their application to any acquiring person shall limit actions that may ...

13.1-729 Definitions
In this article: "Affiliate" means a person who directly or indirectly through one or more intermediaries controls, is controlled by, or is under common control ...

13.1-730 Right to appraisal
A. A shareholder is entitled to appraisal rights, and to obtain payment of the fair value of that shareholder's shares, in the event of any ...

13.1-731 Assertion of rights by nominees and beneficial owners
A. A record shareholder may assert appraisal rights as to fewer than all the shares registered in the record shareholder's name but owned by a ...

13.1-732 Notice of appraisal rights
A. Where any corporate action specified in subsection A of § 13.1-730 is to be submitted to a vote at a shareholders' meeting, the meeting ...

13.1-733 Notice of intent to demand payment
A. If a corporate action specified in subsection A of § 13.1-730 is submitted to a vote at a shareholders' meeting, a shareholder who wishes ...

13.1-734 Appraisal notice and form
A. If proposed corporate action requiring appraisal rights under § 13.1-730 becomes effective, the corporation shall deliver a written appraisal notice and form required by ...

13.1-735 Description unavailable
Repealed by Acts 2005, c. 765, cl. 2. ...

13.1-735.1 Perfection of rights; right to withdraw
A. A shareholder who receives notice pursuant to § 13.1-734 and who wishes to exercise appraisal rights must complete, sign, and return the form sent ...

13.1-736 Description unavailable
Repealed by Acts 2005, c. 765, cl. 2. ...

13.1-737 Payment
A. Except as provided in § 13.1-738, within 30 days after the form required by subsection B 2 b of § 13.1-734 is due, the ...

13.1-738 After-acquired shares
A. A corporation may elect to withhold payment required by § 13.1-737 from any shareholder who was required to, but did not certify that beneficial ...

13.1-739 Procedure if shareholder dissatisfied with payment or offer
A. A shareholder paid pursuant to § 13.1-737 who is dissatisfied with the amount of the payment must notify the corporation in writing of that ...

13.1-740 Court action
A. If a shareholder makes a demand for payment under § 13.1-739 that remains unsettled, the corporation shall commence a proceeding within 60 days after ...

13.1-741 Court costs and counsel fees
A. The court in an appraisal proceeding commenced under § 13.1-740 shall determine all costs of the proceeding, including the reasonable compensation and expenses of ...

13.1-741.1 Limitations on other remedies for fundamental transactions
A. Except for action taken before the Commission pursuant to § 13.1-614 or as provided in subsection B, the legality of a proposed or completed ...

13.1-742 Dissolution by directors and shareholders
A. A corporation's board of directors may propose dissolution for submission to the shareholders. B. For a proposal to dissolve to be adopted: 1. The ...

13.1-743 Articles of dissolution
A. At any time after dissolution is approved by the shareholders, the corporation may dissolve by filing with the Commission articles of dissolution setting forth: ...

13.1-744 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 ...

13.1-745 Effect of dissolution
A. A dissolved corporation continues its corporate existence but may not carry on any business except that appropriate to wind up and liquidate its business ...

13.1-746 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 ...

13.1-746.1 Other claims against dissolved corporation
A. A dissolved corporation may also (i) deliver notice of its dissolution to any known claimant with a liability or claim that is excluded from ...

13.1-746.2 Court proceedings
A. A dissolved corporation that has complied with the notice requirements of § 13.1-746.1 may file an application with the circuit court of the city ...

13.1-746.3 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 ...

13.1-747 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 shareholder of ...

13.1-748 Receivership or custodianship
A. Unless an election to purchase has been filed under § 13.1-749.1, a court in a judicial proceeding brought to dissolve a corporation may appoint ...

13.1-749 Decree of dissolution
A. If after a hearing the court determines that one or more grounds for judicial dissolution described in § 13.1-747 exist, it may enter a ...

13.1-749.1 Election to purchase in lieu of dissolution
A. Unless otherwise provided in the articles of incorporation, in a proceeding under subdivision A 1 of § 13.1-747 to dissolve a corporation, the corporation ...

13.1-750 Articles of termination of corporate existence
A. When a corporation has distributed all of its assets to its creditors and shareholders and voluntary dissolution proceedings have not been revoked, it shall ...

13.1-751 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 ...

13.1-752 Automatic termination of corporate existence
A. If any domestic corporation fails to file the annual report required by this chapter in a timely manner, the Commission shall mail notice to ...

13.1-753 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 ...

13.1-754 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 ...

13.1-755 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 shareholders, for ...

13.1-756 Description unavailable
Repealed by Acts 1988, c. 405. ...

13.1-757 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, ...

13.1-758 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 ...

13.1-759 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 ...

13.1-760 Amended certificate of authority
A. A foreign corporation authorized to transact business in this Commonwealth shall obtain an amended certificate of authority from the Commission if it changes its ...

13.1-761 Effect of certificate of authority
A. A certificate of authority authorizes the foreign corporation to which it is issued to transact business in this Commonwealth subject, however, to the right ...

13.1-762 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 contain the word "corporation," ...

13.1-763 Registered office and registered agent of foreign corporation
A. Each foreign corporation authorized to transact business in this Commonwealth shall continuously maintain in this Commonwealth: 1. A registered office that may be the ...

13.1-764 Change of registered office or registered agent of a foreign corporation
A. A foreign corporation authorized to transact business in this Commonwealth may change its registered office or registered agent by filing with the Commission a ...

13.1-765 Resignation of registered agent of foreign corporation
A. The registered agent of a foreign corporation may resign the agency appointment by signing and filing with the Commission a statement of resignation accompanied ...

13.1-766 Service of process on foreign corporation
A. The registered agent of a foreign corporation authorized to transact business in this Commonwealth shall be an agent of such corporation upon whom any ...

13.1-766.1 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 ...

13.1-766.2 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 ...

13.1-767 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 ...

13.1-768 Automatic revocation of certificate of authority
A. If any foreign corporation fails to file the annual report required by this chapter in a timely manner, the Commission shall mail notice to ...

13.1-769 Revocation of certificate of authority by Commission
A. The certificate of authority to do business in the Commonwealth of any foreign corporation may be revoked by order of the Commission when it ...

13.1-769.1 Reentry of a 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 ...

13.1-770 Corporate records
A. A corporation shall keep as permanent records minutes of all meetings of its shareholders and board of directors, a record of all actions taken ...

13.1-771 Inspection of records by shareholders
A. Subject to subsection C of § 13.1-772, a shareholder of a corporation is entitled to inspect and copy, during regular business hours at the ...

13.1-772 Scope of inspection right
A. A shareholder's agent or attorney has the same inspection and copying rights as the shareholder the agent or attorney represents. B. The right to ...

13.1-773 Court-ordered inspection
A. If a corporation does not allow a shareholder who complies with subsection A of § 13.1-771 to inspect and copy any records required by ...

13.1-773.1 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 ...

13.1-774 Financial statements for shareholders
A. If requested in writing by any shareholder, a corporation shall furnish the shareholder with the financial statements for the most recent fiscal year, which ...

13.1-775 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 ...

13.1-775.1 Annual registration fees for domestic and foreign corporations
A. Every domestic corporation and every foreign corporation authorized to do business in the Commonwealth, whose number of authorized shares is 5,000 shares or less, ...

13.1-775.2 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 ...

13.1-776 Definitions
As used in this article, unless the context otherwise requires, the term: "Asserted shareholder" means an entity holding a certificate for one or more shares ...

13.1-777 Institution of proceeding to determine shareholders
A. Whenever the records of a corporation are such that its board of directors determines that there are entities that appear to be lost shareholders ...

13.1-778 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 ...

13.1-779 Savings provision
A. Except as provided in subsection B of this section, the repeal of a statute by this chapter does not affect: 1. The operation of ...

13.1-780 Description unavailable
Not set out. (1985, c. 522.) ...

13.1-781 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 ...

13.1-782 through 13.1-800
Reserved. ...