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Code of Virginia

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Chapter 10.
Virginia Nonstock Corporation Act
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  • Article 1.
    General Provisions
    Read all
    • § 13.1-801
    Short title
    § 13.1-802
    Reservation of power to amend or repeal
    § 13.1-803
    (Effective until January 1, 2027) Definitions
    § 13.1-803
    (Effective January 1, 2027) Definitions
    § 13.1-804
    (Effective until January 1, 2027) Filing requirements
    § 13.1-804
    (Effective January 1, 2027) Filing requirements
    § 13.1-804.1
    (Effective until January 1, 2027) Filing with the Commission pursuant to reorganization
    § 13.1-804.1
    (Effective January 1, 2027) Filing with the Commission pursuant to reorganization
    § 13.1-805
    Issuance of certificate by Commission; recordation of documents
    § 13.1-806
    (Effective until January 1, 2027) Effective time and date of document
    § 13.1-806
    (Effective January 1, 2027) Effective time and date of document
    § 13.1-807
    (Effective until January 1, 2027) Correcting filed articles
    § 13.1-807
    (Effective January 1, 2027) Correcting filed articles
    § 13.1-808
    (Effective until January 1, 2027) Evidentiary effect of copy of filed document
    § 13.1-808
    (Effective January 1, 2027) Evidentiary effect of copy of filed document
    § 13.1-809
    (Effective until January 1, 2027) Certificate of good standing
    § 13.1-809
    (Effective January 1, 2027) Certificate of good standing
    § 13.1-810.1
    (Effective January 1, 2027) Number of members
    § 13.1-810
    (Effective until January 1, 2027) Notices and other communications
    § 13.1-810.1
    (Effective until January 1, 2027) Number of members
    § 13.1-810
    (Effective January 1, 2027) Notices and other communications
    § 13.1-811
    (Effective until January 1, 2027) Penalty for signing false documents
    § 13.1-811
    (Effective January 1, 2027) Penalty for signing false documents
    § 13.1-812
    Unlawful to transact or offer to transact business as a corporation unless authorized
    § 13.1-813
    (Effective until January 1, 2027) Hearing and finality of Commission action; injunctions
    § 13.1-813
    (Effective January 1, 2027) Hearing and finality of Commission action; injunctions
    § 13.1-814
    (Effective until January 1, 2027) Shares of stock and dividends prohibited
    § 13.1-814
    (Effective January 1, 2027) Shares of stock and dividends prohibited
    § 13.1-814.1
    (Effective until January 1, 2027) Special provisions for community associations
    § 13.1-814.1
    (Effective January 1, 2027) Special provisions for community associations
  • Article 1.1.
    Ratification of Defective Corporate Actions
    Read all
    • § 13.1-814.3
    (Effective January 1, 2027) Defective corporate actions
    § 13.1-814.2
    (Effective January 1, 2027) Definitions
    § 13.1-814.4
    (Effective January 1, 2027) Ratification of defective corporate actions
    § 13.1-814.5
    (Effective January 1, 2027) Action of ratification
    § 13.1-814.7
    (Effective January 1, 2027) Effect of ratification
    § 13.1-814.6
    (Effective January 1, 2027) Notice
    § 13.1-814.8
    (Effective January 1, 2027) Filings
    § 13.1-814.9
    (Effective January 1, 2027) Commission proceedings regarding validity of corporate actions
  • Article 2.
    Fees
    Read all
    • § 13.1-815
    (Effective until January 1, 2027) Fees to be collected by Commission; payment of fees prerequisite to Commission action; exceptions
    § 13.1-815
    (Effective January 1, 2027) Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions
    § 13.1-815.1
    (Effective until January 1, 2027) Charter and entrance fees for corporations
    § 13.1-815.1
    (Effective January 1, 2027) Charter and entrance fees for corporations
    § 13.1-816
    (Effective until January 1, 2027) Fees for filing documents or issuing certificates
    § 13.1-816
    (Effective January 1, 2027) Fees for filing documents or issuing certificates
    § 13.1-817
    Repealed
  • Article 3.
    Formation of Corporations
    Read all
    • § 13.1-818
    Incorporators
    § 13.1-819
    (Effective until January 1, 2027) Articles of incorporation
    § 13.1-819
    (Effective January 1, 2027) Articles of incorporation
    § 13.1-820
    (Effective until January 1, 2027) Issuance of certificate of incorporation
    § 13.1-820
    (Effective January 1, 2027) Issuance of certificate of incorporation
    § 13.1-821
    (Effective until January 1, 2027) Liability for preincorporation transactions
    § 13.1-821
    (Effective January 1, 2027) Liability for preincorporation transactions
    § 13.1-822
    (Effective until January 1, 2027) Organization of corporation
    § 13.1-822
    (Effective January 1, 2027) Organization of corporation
    § 13.1-823
    (Effective until January 1, 2027) Bylaws
    § 13.1-823
    (Effective January 1, 2027) Bylaws
    § 13.1-824
    (Effective until January 1, 2027) Emergency bylaws
    § 13.1-824
    (Effective January 1, 2027) Emergency bylaws
  • Article 4.
    Purposes and Powers
    Read all
    • § 13.1-825
    (Effective until January 1, 2027) Purposes
    § 13.1-825
    (Effective January 1, 2027) Purposes
    § 13.1-826
    (Effective until January 1, 2027) General powers
    § 13.1-826
    (Effective January 1, 2027) General powers
    § 13.1-827
    (Effective until January 1, 2027) Emergency powers
    § 13.1-827
    (Effective January 1, 2027) Emergency powers
    § 13.1-828
    (Effective January 1, 2027) Lack of power to act
    § 13.1-828
    (Effective until January 1, 2027) Ultra vires
  • Article 6.
    Office and Agent
    Read all
    • § 13.1-833
    Registered office and registered agent
    § 13.1-834
    (Effective until January 1, 2027) Change of registered office or registered agent
    § 13.1-834
    (Effective January 1, 2027) Change of registered office or registered agent
    § 13.1-835
    (Effective until January 1, 2027) Resignation of registered agent
    § 13.1-835
    (Effective January 1, 2027) Resignation of registered agent
    § 13.1-836
    Service on corporation
  • Article 7.
    Members and Meetings
    Read all
    • § 13.1-837.2
    (Effective January 1, 2027) Termination and suspension
    § 13.1-837
    (Effective until January 1, 2027) Members
    § 13.1-837
    (Effective January 1, 2027) Members
    § 13.1-837.1
    (Effective January 1, 2027) Member's liability for dues, assessments, and fees
    § 13.1-838
    (Effective until January 1, 2027) Annual meeting
    § 13.1-838
    (Effective January 1, 2027) Annual meeting
    § 13.1-839
    (Effective until January 1, 2027) Special meeting
    § 13.1-839
    (Effective January 1, 2027) Special meeting
    § 13.1-840
    (Effective until January 1, 2027) Court-ordered meeting
    § 13.1-840
    (Effective January 1, 2027) Court-ordered meeting
    § 13.1-841
    (Effective until January 1, 2027) Corporate action without meeting
    § 13.1-841
    (Effective January 1, 2027) Corporate action without meeting
    § 13.1-842
    (Effective until January 1, 2027) Notice of meeting
    § 13.1-842
    (Effective January 1, 2027) Notice of meeting
    § 13.1-843
    (Effective until January 1, 2027) Waiver of notice
    § 13.1-843
    (Effective January 1, 2027) Waiver of notice
    § 13.1-844.1
    (Effective January 1, 2027) Conduct of the meeting
    § 13.1-844
    (Effective until January 1, 2027) Record date
    § 13.1-844
    (Effective January 1, 2027) Record date
    § 13.1-844.1
    (Effective until January 1, 2027) Conduct of the meeting
    § 13.1-844.2
    (Effective until January 1, 2027) Remote participation in annual and special meetings
    § 13.1-844.2
    (Effective January 1, 2027) Remote participation in annual and special meetings
    § 13.1-845
    (Effective until January 1, 2027) Members' list for meeting
    § 13.1-845
    (Effective January 1, 2027) Members' list for meeting
    § 13.1-846
    (Effective until January 1, 2027) Voting entitlement of members
    § 13.1-846
    (Effective January 1, 2027) Voting entitlement of members
    § 13.1-847
    (Effective until January 1, 2027) Proxies
    § 13.1-847
    (Effective January 1, 2027) Proxies
    § 13.1-847.1
    (Effective until January 1, 2027) Voting procedures and inspectors of elections
    § 13.1-847.1
    (Effective January 1, 2027) Voting procedures and inspectors of elections
    § 13.1-848
    (Effective until January 1, 2027) Corporation's acceptance of votes
    § 13.1-848
    (Effective January 1, 2027) Corporation's acceptance of votes
    § 13.1-849
    (Effective until January 1, 2027) Quorum and voting requirements for voting groups
    § 13.1-849
    (Effective January 1, 2027) Quorum and voting requirements
    § 13.1-850
    (Effective until January 1, 2027) Action by single and multiple voting groups
    § 13.1-850
    (Effective January 1, 2027) Action by single and multiple voting groups
    § 13.1-851
    (Effective until January 1, 2027) Change in quorum or voting requirements
    § 13.1-851
    (Effective January 1, 2027) Modifying quorum or voting requirements
    § 13.1-852
    (Effective until January 1, 2027) Voting for directors; cumulative voting
    § 13.1-852
    (Effective January 1, 2027) Voting for directors; cumulative voting
    § 13.1-852.01
    (Effective January 1, 2027) Judicial determination of corporate offices and review of elections and member votes
  • Article 7.2.
    Derivative Proceedings
    Read all
    • § 13.1-852.5
    (Effective January 1, 2027) Foreign corporations
    § 13.1-852.4
    (Effective January 1, 2027) Discontinuance or settlement
    § 13.1-852.3
    (Effective January 1, 2027) Standing; condition precedent; stay of proceedings
    § 13.1-852.7
    (Effective January 1, 2027) Payment of and security for expenses
    § 13.1-852.6
    (Effective January 1, 2027) Dismissal
  • Article 8.
    Directors and Officers
    Read all
    • § 13.1-853
    (Effective until January 1, 2027) Requirement for and duties of board of directors
    § 13.1-853
    (Effective January 1, 2027) Requirement for and duties of board of directors
    § 13.1-854
    (Effective until January 1, 2027) Qualification of directors
    § 13.1-854
    (Effective January 1, 2027) Qualification of directors
    § 13.1-855
    (Effective until January 1, 2027) Number and election of directors
    § 13.1-855
    (Effective January 1, 2027) Number and election of directors
    § 13.1-856
    (Effective until January 1, 2027) Election of directors by certain classes of members
    § 13.1-856
    (Effective January 1, 2027) Election of directors by certain classes of members
    § 13.1-857
    (Effective until January 1, 2027) Terms of directors generally
    § 13.1-857
    (Effective January 1, 2027) Terms of directors generally
    § 13.1-858
    (Effective January 1, 2027) Staggered terms of directors
    § 13.1-858
    (Effective until January 1, 2027) Staggered terms of directors
    § 13.1-859
    (Effective until January 1, 2027) Resignation of directors
    § 13.1-859
    (Effective January 1, 2027) Resignation of directors
    § 13.1-860
    (Effective until January 1, 2027) Removal of directors
    § 13.1-860
    (Effective January 1, 2027) Removal of directors
    § 13.1-861
    Judicial review of elections
    § 13.1-861.1
    (Effective January 1, 2027) Removal of directors by judicial proceeding
    § 13.1-862
    (Effective until January 1, 2027) Vacancy on board of directors
    § 13.1-862
    (Effective January 1, 2027) Vacancy on board of directors
    § 13.1-863
    Compensation of directors
    § 13.1-864
    (Effective until January 1, 2027) Meetings of the board of directors
    § 13.1-864
    (Effective January 1, 2027) Meetings of the board of directors
    § 13.1-865
    (Effective until January 1, 2027) Action without meeting of board of directors
    § 13.1-865
    (Effective January 1, 2027) Action without meeting of board of directors
    § 13.1-866
    Notice of board of directors' meetings
    § 13.1-867
    (Effective until January 1, 2027) Waiver of notice by director
    § 13.1-867
    (Effective January 1, 2027) Waiver of notice by director
    § 13.1-868
    (Effective until January 1, 2027) Quorum and voting by directors
    § 13.1-868
    (Effective January 1, 2027) Quorum and voting by directors
    § 13.1-869
    (Effective until January 1, 2027) Committees
    § 13.1-869
    (Effective January 1, 2027) Committees
    § 13.1-870
    (Effective until January 1, 2027) General standards of conduct for directors
    § 13.1-870
    (Effective January 1, 2027) General standards of conduct for directors
    § 13.1-870.1
    (Effective until January 1, 2027) Limitation on liability of officers and directors; exception
    § 13.1-870.1
    (Effective January 1, 2027) Limitation on liability of officers and directors; exception
    § 13.1-870.2
    Limitation on liability of officers and directors; additional exception
    § 13.1-871
    (Effective until January 1, 2027) Director conflict of interests
    § 13.1-871
    (Effective January 1, 2027) Director conflict of interests
    § 13.1-871.2
    (Effective January 1, 2027) Liability for unlawful distributions
    § 13.1-871.1
    Business opportunities
    § 13.1-872
    (Effective until January 1, 2027) Required officers
    § 13.1-872
    (Effective January 1, 2027) Required officers
    § 13.1-873
    (Effective until January 1, 2027) Duties of officers
    § 13.1-873
    (Effective January 1, 2027) Duties of officers
    § 13.1-874
    (Effective until January 1, 2027) Resignation and removal of officers
    § 13.1-874
    (Effective January 1, 2027) Resignation and removal of officers
  • Article 9.
    Indemnification
    Read all
    • § 13.1-875
    (Effective until January 1, 2027) Definitions
    § 13.1-875
    (Effective January 1, 2027) Definitions
    § 13.1-876
    (Effective until January 1, 2027) Authority to indemnify
    § 13.1-876
    (Effective January 1, 2027) Authority to indemnify
    § 13.1-877
    (Effective until January 1, 2027) Mandatory indemnification
    § 13.1-877
    (Effective January 1, 2027) Mandatory indemnification
    § 13.1-878
    (Effective until January 1, 2027) Advance for expenses
    § 13.1-878
    (Effective January 1, 2027) Advance for expenses
    § 13.1-879
    Repealed
    § 13.1-879.1
    (Effective until January 1, 2027) Court orders for advances, reimbursement or indemnification
    § 13.1-879.1
    (Effective January 1, 2027) Court orders for advances, reimbursement or indemnification
    § 13.1-880
    (Effective until January 1, 2027) Determination and authorization of indemnification
    § 13.1-880
    (Effective January 1, 2027) Determination and authorization of indemnification
    § 13.1-881
    (Effective January 1, 2027) Advances for expenses and indemnification of officers
    § 13.1-881
    (Effective until January 1, 2027) Indemnification of officers
    § 13.1-882
    (Effective until January 1, 2027) Insurance
    § 13.1-882
    (Effective January 1, 2027) Insurance
    § 13.1-883
    (Effective until January 1, 2027) Application of article
    § 13.1-883
    (Effective January 1, 2027) Application of article
  • Article 10.
    Amendment of Articles of Incorporation and Bylaws
    Read all
    • § 13.1-884
    (Effective until January 1, 2027) Authority to amend articles of incorporation
    § 13.1-884
    (Effective January 1, 2027) Authority to amend articles of incorporation
    § 13.1-885
    (Effective until January 1, 2027) Amendment of articles of incorporation by directors
    § 13.1-885
    (Effective January 1, 2027) Amendment of articles of incorporation by directors
    § 13.1-886
    (Effective until January 1, 2027) Amendment of articles of incorporation by directors and members
    § 13.1-886
    (Effective January 1, 2027) Amendment of articles of incorporation by directors and members
    § 13.1-887
    (Effective until January 1, 2027) Voting on amendments by voting groups
    § 13.1-887.1
    (Effective until January 1, 2027) Amendment prior to organization
    § 13.1-887.1
    (Effective January 1, 2027) Amendment prior to organization
    § 13.1-887
    (Effective January 1, 2027) Voting on amendments by voting groups
    § 13.1-888
    (Effective until January 1, 2027) Articles of amendment
    § 13.1-888
    (Effective January 1, 2027) Articles of amendment
    § 13.1-889
    (Effective until January 1, 2027) Restated articles of incorporation
    § 13.1-889
    (Effective January 1, 2027) Restated articles of incorporation
    § 13.1-889.1
    (Effective January 1, 2027) Abandonment of amendment or restatement of articles of incorporation
    § 13.1-890
    Repealed
    § 13.1-891
    (Effective until January 1, 2027) Effect of amendment of articles of incorporation
    § 13.1-891
    (Effective January 1, 2027) Effect of amendment of articles of incorporation
    § 13.1-892
    (Effective until January 1, 2027) Amendment of bylaws by board of directors or members
    § 13.1-892
    (Effective January 1, 2027) Amendment of bylaws by board of directors or members
    § 13.1-893
    (Effective until January 1, 2027) Bylaw provisions increasing quorum or voting requirements for directors
    § 13.1-893
    (Effective January 1, 2027) Bylaw provisions increasing quorum or voting requirements for directors
  • Article 11.
    Mergers and Interest Exchanges
    Read all
    • § 13.1-893.1
    (Effective until January 1, 2027) Definitions
    § 13.1-893.1
    (Effective January 1, 2027) Definitions
    § 13.1-894
    (Effective until January 1, 2027) Merger
    § 13.1-894
    (Effective January 1, 2027) Merger
    § 13.1-894.1
    (Effective January 1, 2027) Interest exchange
    § 13.1-895.1
    (Effective January 1, 2027) Merger between parent and subsidiary or between subsidiaries
    § 13.1-895
    (Effective until January 1, 2027) Action on plan of merger
    § 13.1-895
    (Effective January 1, 2027) Action on plan of merger or interest exchange
    § 13.1-896
    (Effective until January 1, 2027) Articles of merger
    § 13.1-896
    (Effective January 1, 2027) Articles of merger or interest exchange
    § 13.1-897
    (Effective January 1, 2027) Effect of merger or interest exchange
    § 13.1-897
    (Effective until January 1, 2027) Effect of merger
    § 13.1-897.1
    (Effective until January 1, 2027) Abandonment of a merger
    § 13.1-897.1
    (Effective January 1, 2027) Abandonment of a merger or interest exchange
    § 13.1-898
    Repealed
  • Article 11.1.
    Domestication
    Read all
    • § 13.1-898.2
    (Effective until January 1, 2027) Domestication
    § 13.1-898.2
    (Effective January 1, 2027) Domestication
    § 13.1-898.3
    (Effective until January 1, 2027) Action on plan of domestication by a domestic corporation
    § 13.1-898.3
    (Effective January 1, 2027) Action on plan of domestication by a domestic corporation
    § 13.1-898.4
    (Effective until January 1, 2027) Articles of domestication
    § 13.1-898.4
    (Effective January 1, 2027) Articles of domestication; effectiveness
    § 13.1-898.5
    (Effective until January 1, 2027) Surrender of articles of incorporation upon domestication
    § 13.1-898.1:1
    Definitions
    § 13.1-898.5
    (Effective January 1, 2027) Amendment of plan of domestication; abandonment
    § 13.1-898.6
    (Repealed effective January 1, 2027) Effect of domestication
    § 13.1-898.5:1
    (Effective January 1, 2027) Effect of domestication
    § 13.1-898.7
    (Repealed effective January 1, 2027) Abandonment of domestication
  • Article 12.
    Sale of Assets
    Read all
    • § 13.1-899
    (Effective until January 1, 2027) Sale of assets in regular course of business
    § 13.1-899
    (Effective January 1, 2027) Disposition of assets not requiring member approval
    § 13.1-900
    (Effective until January 1, 2027) Sale of assets other than in regular course of business
    § 13.1-900
    (Effective January 1, 2027) Member approval of certain dispositions
    § 13.1-901
    Sale of certain real property by incorporated educational institutions
    § 13.1-901.1
    (Effective January 1, 2027) Dissolution; generally
  • Article 13.
    Dissolution
    Read all
    • § 13.1-902
    (Effective until January 1, 2027) Dissolution by directors and members
    § 13.1-902
    (Effective January 1, 2027) Dissolution by directors and members
    § 13.1-903
    Dissolution by directors
    § 13.1-904
    (Effective until January 1, 2027) Articles of dissolution
    § 13.1-904
    (Effective January 1, 2027) Articles of dissolution
    § 13.1-905
    (Effective until January 1, 2027) Revocation of dissolution
    § 13.1-905
    (Effective January 1, 2027) Revocation of dissolution
    § 13.1-906
    (Effective until January 1, 2027) Effect of dissolution
    § 13.1-906
    (Effective January 1, 2027) Effect of dissolution
    § 13.1-907
    (Effective until January 1, 2027) Distribution and plan of distribution of assets
    § 13.1-907
    (Effective January 1, 2027) Distribution and plan of distribution of assets
    § 13.1-908
    (Effective until January 1, 2027) Known claims against dissolved corporation
    § 13.1-908.3
    (Effective until January 1, 2027) Director duties
    § 13.1-908
    (Effective January 1, 2027) Known claims against dissolved corporation
    § 13.1-908.1
    (Effective until January 1, 2027) Other claims against dissolved corporation
    § 13.1-908.1
    (Effective January 1, 2027) Other claims against dissolved corporation
    § 13.1-908.2
    (Effective until January 1, 2027) Court proceedings
    § 13.1-908.3
    (Effective January 1, 2027) Director duties
    § 13.1-908.2
    (Effective January 1, 2027) Court proceedings
    § 13.1-909
    (Effective until January 1, 2027) Grounds for judicial dissolution
    § 13.1-909
    (Effective January 1, 2027) Grounds for judicial dissolution
    § 13.1-910
    (Effective until January 1, 2027) Receivership or custodianship
    § 13.1-910
    (Effective January 1, 2027) Receivership or custodianship
    § 13.1-911
    Decree of dissolution
    § 13.1-912
    (Effective until January 1, 2027) Articles of termination of corporate existence
    § 13.1-912
    (Effective January 1, 2027) Articles of termination of corporate existence
    § 13.1-913
    (Effective January 1, 2027) Termination of corporate existence by incorporators or initial directors
    § 13.1-913
    (Effective until January 1, 2027) Termination of corporate existence by incorporators or initial directors
    § 13.1-914
    (Effective until January 1, 2027) Automatic termination of corporate existence
    § 13.1-914
    (Effective January 1, 2027) Automatic termination of corporate existence
    § 13.1-915
    (Effective until January 1, 2027) Involuntary termination of corporate existence
    § 13.1-915
    (Effective January 1, 2027) Involuntary termination of corporate existence
    § 13.1-916
    (Effective until January 1, 2027) Reinstatement of a corporation that has ceased to exist
    § 13.1-916
    (Effective January 1, 2027) Reinstatement of a corporation that has ceased to exist
    § 13.1-917
    (Effective January 1, 2027) Survival of remedy after termination of corporate existence
    § 13.1-917
    (Effective until January 1, 2027) Survival of remedy after termination of corporate existence
    § 13.1-918
    Repealed
  • Article 13.1.
    Charitable Corporations and Other Entities with a Charitable Purpose
    Read all
    • § 13.1-918.2
    (Effective January 1, 2027) Authority of the Attorney General
    § 13.1-918.1
    (Effective January 1, 2027) Effect of any fundamental transaction
  • Article 14.
    Foreign Corporations
    Read all
    • § 13.1-919
    (Effective until January 1, 2027) Authority to transact business required
    § 13.1-919
    (Effective January 1, 2027) Authority to transact business required
    § 13.1-920
    (Effective until January 1, 2027) Consequences of transacting business without authority
    § 13.1-920
    (Effective January 1, 2027) Consequences of transacting business without authority
    § 13.1-921
    (Effective until January 1, 2027) Application for certificate of authority
    § 13.1-921
    (Effective January 1, 2027) Application for certificate of authority
    § 13.1-922
    (Effective until January 1, 2027) Amended certificate of authority
    § 13.1-922
    (Effective January 1, 2027) Amended certificate of authority
    § 13.1-923
    (Effective January 1, 2027) Effect of certificate of authority
    § 13.1-923
    (Effective until January 1, 2027) Effect of certificate of authority
    § 13.1-924
    Corporate name of foreign corporation
    § 13.1-925
    (Effective until January 1, 2027) Registered office and registered agent of foreign corporation
    § 13.1-925
    (Effective January 1, 2027) Registered office and registered agent of foreign corporation
    § 13.1-926
    (Effective until January 1, 2027) Change of registered office or registered agent of a foreign corporation
    § 13.1-926
    (Effective January 1, 2027) Change of registered office or registered agent of a foreign corporation
    § 13.1-927
    (Effective until January 1, 2027) Resignation of registered agent of foreign corporation
    § 13.1-927
    (Effective January 1, 2027) Resignation of registered agent of foreign corporation
    § 13.1-928
    (Effective until January 1, 2027) Service of process on foreign corporation
    § 13.1-928
    (Effective January 1, 2027) Service of process on foreign corporation
    § 13.1-928.1
    (Effective until January 1, 2027) Merger of foreign corporation authorized to transact business in Commonwealth
    § 13.1-928.1
    (Effective January 1, 2027) Merger of foreign corporation authorized to transact business in Commonwealth
    § 13.1-928.2
    (Effective until January 1, 2027) Entity conversion of foreign corporation authorized to transact business in Commonwealth
    § 13.1-928.2
    (Effective January 1, 2027) Entity conversion of foreign corporation authorized to transact business in Commonwealth
    § 13.1-929
    (Effective until January 1, 2027) Withdrawal of foreign corporation
    § 13.1-929
    (Effective January 1, 2027) Withdrawal of foreign corporation
    § 13.1-930
    (Effective until January 1, 2027) Automatic revocation of certificate of authority
    § 13.1-930
    (Effective January 1, 2027) Automatic revocation of certificate of authority
    § 13.1-931
    (Effective until January 1, 2027) Involuntary revocation of certificate of authority
    § 13.1-931
    (Effective January 1, 2027) Involuntary revocation of certificate of authority
    § 13.1-931.1
    (Effective until January 1, 2027) Reinstatement of foreign corporation whose certificate of authority has been withdrawn or revoked
    § 13.1-931.1
    (Effective January 1, 2027) Reinstatement of foreign corporation whose certificate of authority has been withdrawn or revoked
  • Article 15.
    Records and Reports
    Read all
    • § 13.1-932
    (Effective until January 1, 2027) Corporate records
    § 13.1-932
    (Effective January 1, 2027) Corporate records
    § 13.1-933
    (Effective until January 1, 2027) Inspection of records by members
    § 13.1-933
    (Effective January 1, 2027) Inspection of records by members
    § 13.1-934
    (Effective until January 1, 2027) Scope of inspection right
    § 13.1-934
    (Effective January 1, 2027) Scope of inspection right
    § 13.1-935
    (Effective until January 1, 2027) Court-ordered inspection
    § 13.1-935
    (Effective January 1, 2027) Court-ordered inspection
    § 13.1-935.1
    (Effective until January 1, 2027) Inspection of records by directors
    § 13.1-935.1
    (Effective January 1, 2027) Inspection of records by directors
    § 13.1-935.2
    (Effective January 1, 2027) Financial statements for members
    § 13.1-936
    (Effective until January 1, 2027) Annual report of domestic and foreign corporations
    § 13.1-936
    (Effective January 1, 2027) Annual report of domestic and foreign corporations
    § 13.1-936.1
    (Effective until January 1, 2027) Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely
    § 13.1-936.1
    (Effective January 1, 2027) Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely
    § 13.1-936.2
    Collection of unpaid bills for registration fees
  • Article 16.
    Transition Provisions
    Read all
    • § 13.1-937
    (Effective until January 1, 2027) Application to existing corporations
    § 13.1-937
    (Effective January 1, 2027) Application to existing corporations
    § 13.1-938
    Application to certain social, patriotic and benevolent societies incorporated before year 1900; reports by such societies
    § 13.1-939
    (Effective until January 1, 2027) Saving provision
    § 13.1-939
    (Effective January 1, 2027) Saving provision
    § 13.1-940
    Repealed
    § 13.1-941
    Repealed
  • Article 17.1.
    Conversion to a Limited Liability Company
    Read all
    • § 13.1-944.1
    (Repealed effective January 1, 2027) Definitions
    § 13.1-944.2
    (Repealed effective January 1, 2027) Entity conversion
    § 13.1-944.3
    (Repealed effective January 1, 2027) Plan of entity conversion
    § 13.1-944.4
    (Repealed effective January 1, 2027) Action on plan of entity conversion
    § 13.1-944.5
    (Repealed effective January 1, 2027) Articles of entity conversion
    § 13.1-944.6
    (Repealed effective January 1, 2027) Effect of entity conversion
    § 13.1-944.7
    (Repealed effective January 1, 2027) Abandonment of entity conversion