Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
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§ 13.1-803. (Effective until January 1, 2027) Definitions.
As used in this chapter, unless the context requires a different meaning:
"Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of merger, consolidation, or correction. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation without the accompanying articles of restatement, amendment, domestication, or merger. When used with respect to a foreign corporation, the "articles of incorporation" of such entity means the document that is equivalent to the articles of incorporation of a domestic corporation.
"Board of directors" means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors.
"Certificate," when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.
"Commission" means the State Corporation Commission of Virginia.
"Conspicuous" means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text that is italicized, is in boldface, contrasting colors, or capitals, or is underlined is conspicuous.
"Corporation" or "domestic corporation" means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11.1 (§ 13.1-898.1:1 et seq.).
"Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § 13.1-810, by electronic transmission.
"Disinterested director" means a director who, at the time action is to be taken under § 13.1-871, 13.1-878, or 13.1-880, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to affect adversely the objectivity of the director when participating in the action, and if the action is to be taken under § 13.1-878 or 13.1-880, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (a) nomination or election of the director to the current board by any person, acting alone or participating with others, who is so interested in the matter or (b) service as a director of another corporation of which an interested person is also a director.
"Document" means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record.
"Domestic," with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.
"Domestic business trust" has the same meaning as specified in § 13.1-1201.
"Domestic limited liability company" has the same meaning as specified in § 13.1-1002.
"Domestic limited partnership" has the same meaning as specified in § 50-73.1.
"Domestic partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under § 50-73.88 or predecessor law of the Commonwealth and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.
"Domestic stock corporation" has the same meaning as "domestic corporation" as specified in § 13.1-603.
"Effective date," when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission, means the time and date determined in accordance with § 13.1-806.
"Effective date of notice" is defined in § 13.1-810.
"Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
"Electronic record" means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § 13.1-810.
"Electronic transmission" or "electronically transmitted" means any form or process of communication, not directly involving the physical transfer of paper or other tangible medium, that (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § 13.1-810.
"Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign stock corporation.
"Eligible interests" means interests or shares.
"Employee" includes, unless otherwise provided in the bylaws, an officer but not a director. A director may accept duties that make the director also an employee.
"Entity" includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government.
"Entity conversion" means conversion. A certificate of entity conversion is the same as a certificate of conversion.
"Foreign," with respect to an entity, means an entity governed as to its internal affairs by the organic law of a jurisdiction other than the Commonwealth.
"Foreign business trust" has the same meaning as specified in § 13.1-1201.
"Foreign corporation" means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.
"Foreign limited liability company" has the same meaning as specified in § 13.1-1002.
"Foreign limited partnership" has the same meaning as specified in § 50-73.1.
"Foreign partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.
"Foreign registered limited liability partnership" has the same meaning as specified in § 50-73.79.
"Foreign stock corporation" has the same meaning as "foreign corporation" as specified in § 13.1-603.
"Foreign unincorporated entity" means a foreign partnership, foreign limited liability company, foreign limited partnership, or foreign business trust.
"Government subdivision" includes authority, county, district, and municipality.
"Includes" denotes a partial definition.
"Incorporation surrender" has the same meaning as specified in § 13.1-898.1:1. A certificate of incorporation surrender is the same as a certificate of domestication.
"Individual" means a natural person.
"Interest" means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity:
1. The right to receive distributions from the entity either in the ordinary course or upon liquidation; or
2. The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.
"Jurisdiction of formation" means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity.
"Means" denotes an exhaustive definition.
"Member" means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws.
"Membership interest" means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership.
"Organic document" means the document, if any, that is filed of public record to create an unincorporated entity. Where an organic document has been amended or restated, the term means the organic document as last amended or restated.
"Organic law" means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity.
"Person" includes an individual and an entity.
"Principal office" means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. The designation of the principal office in the most recent annual report filed pursuant to § 13.1-936 shall be conclusive for purposes of this chapter.
"Proceeding" includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency.
"Protected series" has the same meaning as specified in § 13.1-1002.
"Record date" means the date established under Article 7 (§ 13.1-837 et seq.) of this chapter on which a corporation determines the identity of its members and their membership interests for purposes of this chapter. The determination shall be made as of the close of business at the principal office of the corporation on the record date unless another time for doing so is specified when the record date is fixed.
"Registered limited liability partnership" has the same meaning as specified in § 50-73.79.
"Shares" has the same meaning as specified in § 13.1-603.
"Sign" or "signature" means, with present intent to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.
"State" when referring to a part of the United States, includes a state, commonwealth, and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession, and their agencies and governmental subdivisions, of the United States.
"Transact business" includes the conduct of affairs by any corporation that is not organized for profit.
"Unincorporated entity" or "domestic unincorporated entity" means a domestic partnership, limited liability company, limited partnership, or business trust.
"United States" includes any district, authority, bureau, commission, department, or any other agency of the United States.
"Voting group" means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
"Voting power" means the current power to vote in the election of directors.
"Writing" or "written" means any information in the form of a document.
Code 1950, § 13.1-202; 1956, c. 428; 1985, c. 522; 1997, c. 801; 2002, c. 285; 2007, c. 925; 2010, c. 171; 2012, c. 706; 2021, Sp. Sess. I, c. 487; 2022, c. 82.
§ 13.1-803. (Effective January 1, 2027) Definitions.
As used in this chapter, unless the context requires a different meaning:
"Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of merger, consolidation, or correction. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation without the accompanying articles of restatement, amendment, domestication, or merger. When used with respect to a foreign corporation, the "articles of incorporation" of such entity means the document that is equivalent to the articles of incorporation of a domestic corporation.
"Board of directors" means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors.
"Certificate," when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.
"Charitable asset" means property that is given, received, or held for a charitable purpose.
"Charitable corporation" means a domestic corporation that is operated primarily or exclusively for one or more charitable purposes.
"Charitable purpose" means a purpose that (i) would make a corporation operated exclusively for that purpose eligible to be exempt from taxation under § 501 (c)(3) of the Internal Revenue Code or (ii) is considered charitable under the laws of the Commonwealth or the Internal Revenue Code.
"Commission" means the State Corporation Commission of Virginia.
"Conspicuous" means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text that is italicized, is in boldface, contrasting colors, or capitals, or is underlined is conspicuous.
"Conversion" means a transaction pursuant to § 13.1-898.9 or 13.1-928.2.
"Corporation" or "domestic corporation" means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11.1 (§ 13.1-898.1:1 et seq.) or Article 11.2 (§ 13.1-898.8 et seq.).
"Deliver" or "delivery" means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with § 13.1-810, by electronic transmission.
"Disinterested director" means a director who, at the time action is to be taken under § 13.1-871, 13.1-878, or 13.1-880, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to impair the objectivity of the director's judgment when participating in the action, and if the action is to be taken under § 13.1-878 or 13.1-880, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (a) nomination or election of the director to the board of directors by any director who is not a disinterested director with respect to the matter or by any person that has a material relationship with that director, acting alone or participating with others; (b) service as a director of another corporation of which a director who is not a disinterested director with respect to the matter, or any person that has a material relationship with that director, is or was also a director; or (c) at the time action is taken under § 13.1-852.6, status as a named defendant, as a director against whom action is demand, or as a director who approved the act being challenged.
"Distribution" means a direct or indirect transfer of cash or other property or incurrence of indebtedness by a corporation to or for the benefit of its members in respect of any of its membership interests. A distribution may be in the form of a payment of a dividend, a distribution of indebtedness of the corporation, a distribution in liquidation, or otherwise.
"Document" means (i) any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments or copies of such instruments, or (ii) an electronic record.
"Domestic," with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.
"Domestication" means a transaction pursuant to § 13.1-898.2.
"Domestic business trust" has the same meaning as specified in § 13.1-1201.
"Domestic limited liability company" has the same meaning as specified in § 13.1-1002.
"Domestic limited partnership" has the same meaning as specified in § 50-73.1.
"Domestic partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under § 50-73.88 or predecessor law of the Commonwealth and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.
"Domestic stock corporation" has the same meaning as "domestic corporation" as specified in § 13.1-603.
"Effective date," when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission, means the time and date determined in accordance with § 13.1-806.
"Effective date of notice" is defined in subsection I of § 13.1-810.
"Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
"Electronic record" means information that is stored in an electronic or other nontangible medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § 13.1-810.
"Electronic transmission" or "electronically transmitted" means any form or process of communication, not directly involving the physical transfer of paper or another tangible medium, that (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § 13.1-810.
"Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign stock corporation.
"Eligible interests" means interests or shares.
"Employee" includes, unless otherwise provided in the bylaws, an officer but not a director. A director may accept duties that make the director also an employee.
"Entity" includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government.
"Expenses" means reasonable expenses of any kind that are incurred in connection with a matter.
"Filing entity" means an unincorporated entity other than a general partnership.
"Foreign," with respect to an entity, means an entity governed as to its internal affairs by the organic law of a jurisdiction other than the Commonwealth.
"Foreign business trust" has the same meaning as specified in § 13.1-1201.
"Foreign corporation" means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.
"Foreign limited liability company" has the same meaning as specified in § 13.1-1002.
"Foreign limited partnership" has the same meaning as specified in § 50-73.1.
"Foreign partnership" means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.
"Foreign registered limited liability partnership" has the same meaning as specified in § 50-73.79.
"Foreign stock corporation" has the same meaning as "foreign corporation" as specified in § 13.1-603.
"Foreign unincorporated entity" means a foreign partnership, foreign limited liability company, foreign limited partnership, or foreign business trust.
"Fundamental transaction" means an amendment of the articles of incorporation or bylaws, merger, interest exchange, disposition of assets requiring member approval, domestication, conversion, or dissolution of a corporation.
"Government subdivision" includes authority, county, district, and municipality.
"Individual" means a natural person.
"Interest" means:
1. A membership; or
2. Either or both of the following rights under the organic law governing an unincorporated entity:
(i) the right to receive distributions from the entity either in the ordinary course or upon liquidation or
(ii) the right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.
"Interest holder" means a person who holds of record an interest.
"Interest holder liability" means:
1. Personal liability for a liability of a domestic or foreign stock corporation, a foreign corporation, or an unincorporated entity that is imposed on a person (i) solely by reason of the status of the person as an interest holder or (ii) by a provision the organic rules that make specified interest holders or a categories of interest holder liable in their capacity as interest holders for all or specified liabilities of the entity; or
2. An obligation of an interest holder under the organic rules of a domestic or foreign unincorporated entity to contribute to the entity.
"Internal Revenue Code" means the United States Internal Revenue Code of 1986, 26 U.S.C. § 1 et seq., as amended.
"Jurisdiction of formation" means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity.
"Means" denotes an exhaustive definition.
"Member" means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws.
"Membership interest" means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership as provided for in its articles of incorporation or bylaws.
"Merger" means a transaction pursuant to § 13.1-894 or 13.1-928.1.
"Notice" has the same meaning as specified in § 13.1-810.
"Organic law" means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity.
"Organic rules" means the public organic record and the private organic rules of a domestic or foreign corporation or eligible association."
"Partnership" has the same meaning as specified in § 50.1-73.79.
"Person" includes an individual and an entity.
"Principal office" means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. The designation of the principal office in the most recent annual report filed pursuant to § 13.1-936 shall be conclusive for purposes of this chapter.
"Private organic rules" means (i) the bylaws of a domestic or foreign corporation or domestic or foreign stock corporation or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity, are binding on all interest holders, and are not part of its public organic record. Where private organic rules have been amended or restated, "private organic rules" means the private organic rules as last amended or restated.
"Proceeding" includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency.
"Protected series" has the same meaning as specified in § 13.1-1002.
"Public organic record" means (i) the articles of incorporation of a domestic or foreign corporation or domestic or foreign stock corporation or (ii) the document, the filing of which is required to create an unincorporated entity. Where a public organic record has been amended or restated, the term means the public organic record as last amended or restated.
"Right to vote" or "having voting rights" means the right to vote with respect to the matter at hand.
"Record date" means the date fixed for determining the identity of the corporation's members and their membership interests for purposes of this chapter. The determination shall be made as of the close of business at the principal office of the corporation on the record date unless another time for doing so is specified when the record date is fixed.
"Registered limited liability partnership" has the same meaning as specified in § 50-73.79.
"Secretary" means the corporate officer or other individual to whom the board of directors has delegated responsibility under subsection C of § 13.1-872 for custody of the minutes of the meetings of the board of directors and of the members and authenticating records of the corporation.
"Shares" has the same meaning as specified in § 13.1-603.
"Sign" or "signature" means, with present intent to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.
"State" when referring to a part of the United States, includes a state, commonwealth, and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession, and their agencies and governmental subdivisions, of the United States.
"Transact business" includes the conduct of affairs by any corporation that is not organized for profit.
"Unincorporated entity" or "domestic unincorporated entity" means a domestic partnership, limited liability company, limited partnership, or business trust.
"United States" includes any district, authority, bureau, commission, department, or any other agency of the United States.
"Voting group" means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.
"Writing" or "written" means any information in the form of a document.
Code 1950, § 13.1-202; 1956, c. 428; 1985, c. 522; 1997, c. 801; 2002, c. 285; 2007, c. 925; 2010, c. 171; 2012, c. 706; 2021, Sp. Sess. I, c. 487; 2022, c. 82; 2026, cc. 393, 394.
