Code of Virginia

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Code of Virginia
Title 13.1. Corporations
8/5/2020

Title 13.1. Corporations (2020 Updates)

  • Chapter 3. Cooperative Associations
    • Article 1. Cooperative Associations Generally
    • § 13.1-301
      Organization of cooperative associations; purposes; name; par value stock required
      § 13.1-307
      Permissible limitation of stock ownership or voting rights
      § 13.1-308
      Limitation of use of "cooperative" in corporate name
    • Article 2. Agricultural Cooperative Associations
    • § 13.1-322
      Membership or voting stock certificates; transfers; dividends; nonvoting stock
  • Chapter 4.2. Securities Registered in Joint Names
    • § 13.1-435
      Corporate securities registered in joint names with right of survivorship
  • Chapter 5. Securities Act
  • Chapter 7. Professional Corporations
  • Chapter 9. Virginia Stock Corporation Act
    • Article 1. General Provisions
    • § 13.1-603
      (Effective until July 1, 2021) Definitions
      § 13.1-603
      (Effective July 1, 2021) Definitions
      § 13.1-604
      (Effective until July 1, 2021) Filing requirements
      § 13.1-604
      (Effective July 1, 2021) Filing requirements
      § 13.1-609
      (Effective until July 1, 2021) Certificate of good standing
      § 13.1-609
      (Effective July 1, 2021) Certificate of good standing
      § 13.1-610
      (Effective until July 1, 2021) Notices and other communications
      § 13.1-610
      (Effective July 1, 2021) Notices and other communications
    • Article 1.1. Ratification of Defective Corporate Actions
    • § 13.1-614.1
      (Effective July 1, 2021) Definitions
      § 13.1-614.2
      (Effective July 1, 2021) Defective corporate actions
      § 13.1-614.3
      (Effective July 1, 2021) Ratification of defective corporate actions
      § 13.1-614.4
      (Effective July 1, 2021) Action of ratification
      § 13.1-614.5
      (Effective July 1, 2021) Notice
      § 13.1-614.6
      (Effective July 1, 2021) Effect of ratification
      § 13.1-614.7
      (Effective July 1, 2021) Filings
      § 13.1-614.8
      (Effective July 1, 2021) Commission proceedings regarding validity of corporate actions
    • Article 2. Fees
    • § 13.1-615
      Fees to be collected by Commission; application of payment; payment of fees prerequisite to Commission action; exceptions
      § 13.1-615.1
      (Effective until July 1, 2021) Charter and entrance fees for corporations
      § 13.1-615.1
      (Effective July 1, 2021) Charter and entrance fees for corporations
      § 13.1-616
      (Effective until July 1, 2021) Fees for filing documents or issuing certificates
      § 13.1-616
      (Effective July 1, 2021) Fees for filing documents or issuing certificates
    • Article 3. Formation of Corporations
    • § 13.1-624
      (Effective until July 1, 2021) Bylaws
      § 13.1-624
      (Effective July 1, 2021) Bylaws
    • Article 5. Name
    • § 13.1-630
      (Effective until July 1, 2021) Corporate name
      § 13.1-630
      (Effective July 1, 2021) Corporate name
      § 13.1-632
      (Effective until July 1, 2021) Registered name
      § 13.1-632
      (Effective July 1, 2021) Registered name
    • Article 6. Office and Agent
    • § 13.1-636
      (Effective until July 1, 2021) Resignation of registered agent
      § 13.1-636
      (Effective July 1, 2021) Resignation of registered agent
    • Article 7. Shares and Distributions
    • § 13.1-652
      (Effective until July 1, 2021) Corporation's acquisition of its own shares
      § 13.1-652
      (Effective July 1, 2021) Corporation's acquisition of its own shares
    • Article 8. Shareholders
    • § 13.1-657
      (Effective until July 1, 2021) Action without meeting
      § 13.1-657
      (Effective July 1, 2021) Action without meeting
    • Article 9. Directors and Officers
    • § 13.1-679
      (Effective until July 1, 2021) Resignation of directors
      § 13.1-679
      (Effective July 1, 2021) Resignation of directors
      § 13.1-692.1
      (Effective until July 1, 2021) Limitation on liability of officers and directors; exception
      § 13.1-692.1
      (Effective July 1, 2021) Limitation on liability of officers and directors; exception
      § 13.1-695
      (Effective until July 1, 2021) Resignation and removal of officers
      § 13.1-695
      (Effective July 1, 2021) Resignation and removal of officers
    • Article 11. Amendment of Articles of Incorporation and Bylaws
    • § 13.1-712.1
      (Effective July 1, 2021) Abandonment of amendment or restatement of articles of incorporation
    • Article 12. Mergers and Share Exchanges
    • § 13.1-718
      (Effective until July 1, 2021) Action on a plan of merger or share exchange
      § 13.1-718
      (Effective July 1, 2021) Action on a plan of merger or share exchange
      § 13.1-719
      (Effective until July 1, 2021) Merger between parent and subsidiary or between subsidiaries
      § 13.1-719
      (Effective July 1, 2021) Merger between parent and subsidiary or between subsidiaries
      § 13.1-721
      (Effective until July 1, 2021) Effect of merger or share exchange
      § 13.1-721
      (Effective July 1, 2021) Effect of merger or share exchange
      § 13.1-721.1
      (Effective until July 1, 2021) Abandonment of a merger or share exchange
      § 13.1-721.1
      (Effective July 1, 2021) Abandonment of a merger or share exchange
    • Article 12.1. Domestication
    • § 13.1-722.1:1
      (Effective July 1, 2021) Definitions
      § 13.1-722.2
      (Effective until July 1, 2021) Domestication
      § 13.1-722.2
      (Effective July 1, 2021) Domestication
      § 13.1-722.3
      (Effective until July 1, 2021) Action on plan of domestication by a domestic corporation
      § 13.1-722.3
      (Effective July 1, 2021) Action on a plan of domestication of a domestic corporation
      § 13.1-722.4
      (Repealed effective July 1, 2021) Articles of domestication
      § 13.1-722.5
      (Effective until July 1, 2021) Surrender of articles of incorporation upon domestication
      § 13.1-722.5
      (Effective July 1, 2021) Articles of domestication; effectiveness
      § 13.1-722.6
      (Effective until July 1, 2021) Effect of domestication
      § 13.1-722.6
      (Effective July 1, 2021) Amendment of plan of domestication; abandonment
      § 13.1-722.7
      (Repealed effective July 1, 2021) Abandonment of domestication
      § 13.1-722.7:1
      (Effective July 1, 2021) Effect of domestication
    • Article 12.2. Conversion
    • § 13.1-722.8
      (Effective until July 1, 2021) Definitions
      § 13.1-722.8
      (Effective July 1, 2021) Definitions
      § 13.1-722.9
      (Effective until July 1, 2021) Entity conversion
      § 13.1-722.9
      (Effective July 1, 2021) Conversion
      § 13.1-722.10
      (Effective until July 1, 2021) Plan of entity conversion
      § 13.1-722.10
      (Effective July 1, 2021) Plan of conversion
      § 13.1-722.11
      (Effective until July 1, 2021) Action on plan of entity conversion
      § 13.1-722.11
      (Effective July 1, 2021) Action on plan of conversion
      § 13.1-722.12
      (Effective until July 1, 2021) Articles of entity conversion
      § 13.1-722.12
      (Effective July 1, 2021) Articles of conversion; effectiveness
      § 13.1-722.12:1
      (Effective July 1, 2021) Amendment of plan of conversion; abandonment
      § 13.1-722.13
      (Effective until July 1, 2021) Effect of entity conversion
      § 13.1-722.13
      (Effective July 1, 2021) Effect of conversion
      § 13.1-722.14
      (Repealed effective July 1, 2021) Abandonment of entity conversion
    • Article 16. Dissolution
    • § 13.1-750
      Articles of termination of corporate existence
    • Article 17. Foreign Corporations
    • § 13.1-761
      (Effective until July 1, 2021) Effect of certificate of authority
      § 13.1-761
      (Effective July 1, 2021) Effect of certificate of authority
      § 13.1-764
      (Effective until July 1, 2021) Change of registered office or registered agent of a foreign corporation
      § 13.1-764
      (Effective July 1, 2021) Change of registered office or registered agent of a foreign corporation
      § 13.1-766.1
      (Effective until July 1, 2021) Merger of foreign corporation authorized to transact business in Commonwealth
      § 13.1-766.1
      (Effective July 1, 2021) Merger of foreign corporation authorized to transact business in Commonwealth
      § 13.1-768.1
      (Repealed effective July 1, 2021) Deemed withdrawal upon domestication of a foreign corporation
    • Article 18. Records and Reports
    • § 13.1-775.1
      Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely
    • Article 19. Proceeding for Determination of Shareholders
    • § 13.1-777
      Institution of proceeding to determine shareholders
  • Chapter 10. Virginia Nonstock Corporation Act
    • Article 13. Dissolution
    • § 13.1-912
      Articles of termination of corporate existence
    • Article 15. Records and Reports
    • § 13.1-936.1
      Annual registration fees to be paid by domestic and foreign corporations; penalty for failure to pay timely
  • Chapter 12. Virginia Limited Liability Company Act
    • Article 1. General Provisions
    • § 13.1-1002
      (Effective until July 1, 2021) Definitions
      § 13.1-1002
      (Effective July 1, 2021) Definitions
      § 13.1-1004
      (Effective until July 1, 2021) Issuance of certificate by Commission; recordation of documents
      § 13.1-1004
      (Effective July 1, 2021) Issuance of certificate by Commission; recordation of documents
      § 13.1-1005
      (Effective until July 1, 2021) Fees
      § 13.1-1005
      (Effective July 1, 2021) Fees
    • Article 10. Foreign Limited Liability Companies
    • § 13.1-1051
      (Effective until July 1, 2021) Authority to transact business required; governing law
      § 13.1-1051
      (Effective July 1, 2021) Authority to transact business required; governing law
    • Article 11. Annual Registration Fees
    • § 13.1-1061
      (Effective until July 1, 2021) Annual registration fees to be assessed and collected by Commission; application of payment
      § 13.1-1061
      (Effective July 1, 2021) Annual registration fees to be assessed and collected by Commission; application of payment
      § 13.1-1062
      (Effective until July 1, 2021) Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies
      § 13.1-1062
      (Effective July 1, 2021) Assessment of annual registration fees; annual registration fees to be paid by domestic and foreign limited liability companies
      § 13.1-1064
      (Effective until July 1, 2021) Penalty for failure to timely pay annual registration fees
      § 13.1-1064
      (Effective July 1, 2021) Penalty for failure to timely pay annual registration fees
      § 13.1-1065
      (Effective until July 1, 2021) Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds
      § 13.1-1065
      (Effective July 1, 2021) Payment of fees, fines, penalties, and interest prerequisite to Commission action; refunds
    • Article 12. Miscellaneous
    • § 13.1-1067
      (Effective until July 1, 2021) Property title records
      § 13.1-1067
      (Effective July 1, 2021) Property title records
    • Article 16. Protected Series
    • § 13.1-1088
      (Effective July 1, 2021) Definitions
      § 13.1-1089
      (Effective July 1, 2021) Nature of protected series
      § 13.1-1090
      (Effective July 1, 2021) Powers and duration of protected series
      § 13.1-1091
      (Effective July 1, 2021) Governing law
      § 13.1-1092
      (Effective July 1, 2021) Relation of operating agreement, this article, and the other articles of this chapter
      § 13.1-1093
      (Effective July 1, 2021) Additional limitations on operating agreement
      § 13.1-1094
      (Effective July 1, 2021) Rules for applying other articles of this chapter to specified provisions of this article
      § 13.1-1095
      (Effective July 1, 2021) Protected series designation; amendment
      § 13.1-1096
      (Effective July 1, 2021) Name
      § 13.1-1097
      (Effective July 1, 2021) Registered office and registered agent
      § 13.1-1098
      (Effective July 1, 2021) Service of process, notice, or demand
      § 13.1-1099
      (Effective July 1, 2021) Effectiveness of notice
      § 13.1-1099.1
      (Effective July 1, 2021) Annual registration fees
      § 13.1-1099.2
      (Effective July 1, 2021) Associated assets
      § 13.1-1099.3
      (Effective July 1, 2021) Associated members
      § 13.1-1099.4
      (Effective July 1, 2021) Protected series membership interests
      § 13.1-1099.5
      (Effective July 1, 2021) Management
      § 13.1-1099.6
      (Effective July 1, 2021) Right of person not associated member of protected series to information concerning protected series
      § 13.1-1099.7
      (Effective July 1, 2021) Limitations on liability
      § 13.1-1099.8
      (Effective July 1, 2021) Claim seeking to disregard limitation of liability
      § 13.1-1099.9
      (Effective July 1, 2021) Remedies of judgment creditor of associated member or protected series assignee
      § 13.1-1099.10
      (Effective July 1, 2021) Enforcement of claim against non-associated asset
      § 13.1-1099.11
      (Effective July 1, 2021) Events causing dissolution of protected series
      § 13.1-1099.12
      (Effective July 1, 2021) Winding up dissolved protected series; voluntary cancellation
      § 13.1-1099.13
      (Effective July 1, 2021) Waiver of cancellation upon dissolution; reinstatement of series limited liability company
      § 13.1-1099.14
      (Effective July 1, 2021) Protected series may not be party to entity transaction
      § 13.1-1099.15
      (Effective July 1, 2021) Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company
      § 13.1-1099.16
      (Effective July 1, 2021) Merger authorized; parties restricted
      § 13.1-1099.17
      (Effective July 1, 2021) Plan of merger
      § 13.1-1099.18
      (Effective July 1, 2021) Articles of merger
      § 13.1-1099.19
      (Effective July 1, 2021) Effect of merger
      § 13.1-1099.20
      (Effective July 1, 2021) Application of § 13.1-1099.10 after merger
      § 13.1-1099.21
      (Effective July 1, 2021) Governing law; foreign series limited liability companies and foreign protected series
      § 13.1-1099.22
      (Effective July 1, 2021) No attribution of activities constituting transacting business or for establishing jurisdiction
      § 13.1-1099.23
      (Effective July 1, 2021) Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement
      § 13.1-1099.24
      (Effective July 1, 2021) Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding
      § 13.1-1099.25
      (Effective July 1, 2021) Uniformity of application and construction
      § 13.1-1099.26
      (Effective July 1, 2021) Effect on certain actions
      § 13.1-1099.27
      (Effective July 1, 2021) Relation to Electronic Signatures in Global and National Commerce Act
  • Chapter 13. Virginia Professional Limited Liability Company Act