{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1219.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1219.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1219.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1219.html"}],"law_id":84854,"edition_id":1,"section_id":84854,"structure_id":14984,"section_number":"13.1-1219","catch_line":"Governing instrument","history":"2002, c. 621.","full_text":"A\n\nA governing instrument of a business trust may:1\n\nProvide that a person shall become a beneficial owner and shall become bound by the governing instrument if such person, or a representative authorized by such person, orally, in writing, or by other action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest;2\n\nConsist of one or more agreements, instruments, or other writings and may include or incorporate a declaration of trust or bylaws containing provisions relating to the business of the business trust, the conduct of its affairs, and its rights or powers or the rights or powers of its trustees, beneficial owners, agents, or employees; and3\n\nContain any provision that is not inconsistent with law or with the information contained in the articles of trust.B\n\nA governing instrument may contain any provision relating to the management of the business and affairs of the business trust, and the rights, duties, and obligations of the trustees, beneficial owners, and other persons, that is not contrary to any provision or requirement of this chapter or the articles of trust and without limitation:1\n\nMay provide for classes, groups, or series of trustees or beneficial owners, or classes, groups, or series of beneficial interests, having such relative rights, powers, and duties as the governing instrument may provide; and may make provision for the future creation in the manner provided in the governing instrument of additional classes, groups or series of trustees, beneficial owners, or beneficial interests, having the relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior or subordinate to existing classes, groups, or series of trustees, beneficial owners, or beneficial interests;2\n\nMay establish or provide for the establishment of designated series of trustees, beneficial owners, or beneficial interests having separate rights, powers, or duties with respect to specified property or obligations of the business trust or profits and losses associated with specified property or obligations and, to the extent provided in the governing instrument, any series may have a separate business purpose or investment objective;3\n\nMay provide for the taking of any action, including the amendment of the articles of trust or governing instrument, the accomplishment of a merger or consolidation, the appointment of one or more trustees, the sale, lease, exchange, transfer, pledge, or other disposition of all or any part of the assets of the business trust or the assets of any series, or the dissolution of the business trust; or may provide for the taking of any action to create, under the provisions of the governing instrument, a class, group, or series of beneficial interests that was not previously outstanding, in any such case without the vote or approval of any particular trustee or beneficial owner, or class, group, or series of trustees or beneficial owners;4\n\nMay grant to or withhold from all or certain trustees or beneficial owners, or a specified class, group, or series of trustees or beneficial owners, the right to vote, separately or with any or all other classes, groups, or series of trustees or beneficial owners, on any matter, such voting being on a per capita, number, financial interest, class, group, series, or any other basis;5\n\nMay, if and to the extent that voting rights are granted under the governing instrument, set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on, method of giving such notice, waiver of any such notice, action by consent without a meeting, the establishment of record dates, quorum requirements, voting in person, by proxy or in any other manner, or any other matter with respect to the exercise of the right to vote;6\n\nMay provide for the present or future creation of more than one business trust, including the creation of a future business trust to which all or any part of the assets, liabilities, profits, or losses of any existing business trust will be transferred, and for the conversion of beneficial interests in an existing business trust or series, into beneficial interests in the separate business trust or series;7\n\nMay provide for the appointment, election, or engagement, either as agents or independent contractors of the business trust or as delegates of the trustees, of officers, employees, managers, or other persons who may manage the business and affairs of the business trust and may have the titles and the relative rights, powers, and duties as the governing instrument shall provide; and8\n\nMay provide for restrictions on transfer of beneficial interests to maintain the business trust&#8217;s status when it is dependent on the number or identity of its beneficial owners, to preserve exemptions under federal or state securities laws or for any other purpose.","order_by":null,"text":{"0":{"id":303987,"text":"A governing instrument of a business trust may:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":303988,"text":"Provide that a person shall become a beneficial owner and shall become bound by the governing instrument if such person, or a representative authorized by such person, orally, in writing, or by other action such as payment for a beneficial interest, complies with the conditions for becoming a beneficial owner set forth in the governing instrument or any other writing and acquires a beneficial interest;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":303989,"text":"Consist of one or more agreements, instruments, or other writings and may include or incorporate a declaration of trust or bylaws containing provisions relating to the business of the business trust, the conduct of its affairs, and its rights or powers or the rights or powers of its trustees, beneficial owners, agents, or employees; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":303990,"text":"Contain any provision that is not inconsistent with law or with the information contained in the articles of trust.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":303991,"text":"A governing instrument may contain any provision relating to the management of the business and affairs of the business trust, and the rights, duties, and obligations of the trustees, beneficial owners, and other persons, that is not contrary to any provision or requirement of this chapter or the articles of trust and without limitation:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"B1"},"5":{"id":303992,"text":"May provide for classes, groups, or series of trustees or beneficial owners, or classes, groups, or series of beneficial interests, having such relative rights, powers, and duties as the governing instrument may provide; and may make provision for the future creation in the manner provided in the governing instrument of additional classes, groups or series of trustees, beneficial owners, or beneficial interests, having the relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior or subordinate to existing classes, groups, or series of trustees, beneficial owners, or beneficial interests;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"6":{"id":303993,"text":"May establish or provide for the establishment of designated series of trustees, beneficial owners, or beneficial interests having separate rights, powers, or duties with respect to specified property or obligations of the business trust or profits and losses associated with specified property or obligations and, to the extent provided in the governing instrument, any series may have a separate business purpose or investment objective;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"7":{"id":303994,"text":"May provide for the taking of any action, including the amendment of the articles of trust or governing instrument, the accomplishment of a merger or consolidation, the appointment of one or more trustees, the sale, lease, exchange, transfer, pledge, or other disposition of all or any part of the assets of the business trust or the assets of any series, or the dissolution of the business trust; or may provide for the taking of any action to create, under the provisions of the governing instrument, a class, group, or series of beneficial interests that was not previously outstanding, in any such case without the vote or approval of any particular trustee or beneficial owner, or class, group, or series of trustees or beneficial owners;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"8":{"id":303995,"text":"May grant to or withhold from all or certain trustees or beneficial owners, or a specified class, group, or series of trustees or beneficial owners, the right to vote, separately or with any or all other classes, groups, or series of trustees or beneficial owners, on any matter, such voting being on a per capita, number, financial interest, class, group, series, or any other basis;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"9":{"id":303996,"text":"May, if and to the extent that voting rights are granted under the governing instrument, set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on, method of giving such notice, waiver of any such notice, action by consent without a meeting, the establishment of record dates, quorum requirements, voting in person, by proxy or in any other manner, or any other matter with respect to the exercise of the right to vote;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"10":{"id":303997,"text":"May provide for the present or future creation of more than one business trust, including the creation of a future business trust to which all or any part of the assets, liabilities, profits, or losses of any existing business trust will be transferred, and for the conversion of beneficial interests in an existing business trust or series, into beneficial interests in the separate business trust or series;","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"11":{"id":303998,"text":"May provide for the appointment, election, or engagement, either as agents or independent contractors of the business trust or as delegates of the trustees, of officers, employees, managers, or other persons who may manage the business and affairs of the business trust and may have the titles and the relative rights, powers, and duties as the governing instrument shall provide; and","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"B8"},"12":{"id":303999,"text":"May provide for restrictions on transfer of beneficial interests to maintain the business trust&#8217;s status when it is dependent on the number or identity of its beneficial owners, to preserve exemptions under federal or state securities laws or for any other purpose.","type":"section","prefixes":["B","8"],"prefix":"8","entire_prefix":"B8","prefix_anchor":"B8","level":2,"prior_prefix":"B7"}},"ancestry":[{"id":14984,"edition_id":1,"name":"Formation","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":12745,"metadata":{},"date_created":"2026-06-26 03:51:18","date_modified":"2026-06-26 03:51:18","permalink":{"id":149305,"object_type":"structure","relational_id":14984,"identifier":"2","token":"13.1\/14\/2","url":"\/13.1\/14\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12745,"edition_id":1,"name":"Virginia Business Trust Act","identifier":"14","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":149111,"object_type":"structure","relational_id":12745,"identifier":"14","token":"13.1\/14","url":"\/13.1\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":59719,"structure_id":14984,"section_number":"13.1-1209","catch_line":"Purposes","url":"\/13.1-1209\/","token":"13.1\/14\/2\/13.1-1209","metadata":false},{"id":73430,"structure_id":14984,"section_number":"13.1-1210","catch_line":"Powers","url":"\/13.1-1210\/","token":"13.1\/14\/2\/13.1-1210","metadata":false},{"id":87115,"structure_id":14984,"section_number":"13.1-1211","catch_line":"Formation","url":"\/13.1-1211\/","token":"13.1\/14\/2\/13.1-1211","metadata":false},{"id":76794,"structure_id":14984,"section_number":"13.1-1212","catch_line":"Articles of trust","url":"\/13.1-1212\/","token":"13.1\/14\/2\/13.1-1212","metadata":false},{"id":82051,"structure_id":14984,"section_number":"13.1-1213","catch_line":"Articles of correction","url":"\/13.1-1213\/","token":"13.1\/14\/2\/13.1-1213","metadata":false},{"id":68645,"structure_id":14984,"section_number":"13.1-1214","catch_line":"Name","url":"\/13.1-1214\/","token":"13.1\/14\/2\/13.1-1214","metadata":false},{"id":87380,"structure_id":14984,"section_number":"13.1-1215","catch_line":"Reserved name","url":"\/13.1-1215\/","token":"13.1\/14\/2\/13.1-1215","metadata":false},{"id":57174,"structure_id":14984,"section_number":"13.1-1216","catch_line":"Amendment of articles of trust","url":"\/13.1-1216\/","token":"13.1\/14\/2\/13.1-1216","metadata":false},{"id":81214,"structure_id":14984,"section_number":"13.1-1217","catch_line":"Restatement of articles of trust","url":"\/13.1-1217\/","token":"13.1\/14\/2\/13.1-1217","metadata":false},{"id":81602,"structure_id":14984,"section_number":"13.1-1218","catch_line":"Existence","url":"\/13.1-1218\/","token":"13.1\/14\/2\/13.1-1218","metadata":false},{"id":84854,"structure_id":14984,"section_number":"13.1-1219","catch_line":"Governing instrument","url":"\/13.1-1219\/","token":"13.1\/14\/2\/13.1-1219","metadata":false}],"previous_section":{"id":81602,"structure_id":14984,"section_number":"13.1-1218","catch_line":"Existence","url":"\/13.1-1218\/","token":"13.1\/14\/2\/13.1-1218","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1219\/","history_text":"<p>This law was first created in 2002. The record of its establishment is cataloged in chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?021+ful+CHAP0621\">621<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":81837,"section_number":"13.1-1231","catch_line":"Capacity to sue and be sued; process; liabilities and obligations; attachment; seizure of certain assets","order_by":null,"url":"\/13.1-1231\/"},{"id":82921,"section_number":"13.1-1240","catch_line":"Dissolution of series","order_by":null,"url":"\/13.1-1240\/"}],"refers_to":false,"permalink":{"id":149347,"object_type":"law","relational_id":84854,"identifier":"13.1-1219","token":"13.1\/14\/2\/13.1-1219","url":"\/13.1-1219\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1219\/","token":"13.1\/14\/2\/13.1-1219","dublin_core":{"Title":"Governing instrument","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1219","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> A <span class=\"dictionary\">governing instrument<\/span> of a <span class=\"dictionary\">business trust<\/span> may: <a id=\"paragraph-303987\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> Provide that a <span class=\"dictionary\">person<\/span> shall become a <span class=\"dictionary\">beneficial owner<\/span> and shall become bound by the <span class=\"dictionary\">governing instrument<\/span> if such <span class=\"dictionary\">person<\/span>, or a representative authorized by such <span class=\"dictionary\">person<\/span>, orally, in writing, or by other action such as payment for a beneficial interest, complies with the conditions for becoming a <span class=\"dictionary\">beneficial owner<\/span> set forth in the <span class=\"dictionary\">governing instrument<\/span> or any other writing and acquires a beneficial interest; <a id=\"paragraph-303988\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#A1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> Consist of one or more agreements, instruments, or other writings and may include or incorporate a declaration of trust or bylaws containing provisions relating to the business of the <span class=\"dictionary\">business trust<\/span>, the conduct of its affairs, and its rights or powers or the rights or powers of its <span class=\"dictionary\">trustees<\/span>, <span class=\"dictionary\">beneficial owners<\/span>, agents, or employees; and <a id=\"paragraph-303989\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#A2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> Contain any provision that is not inconsistent with <span class=\"dictionary\">law<\/span> or with the information contained in the <span class=\"dictionary\">articles of trust<\/span>. <a id=\"paragraph-303990\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#A3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> A <span class=\"dictionary\">governing instrument<\/span> may contain any provision relating to the management of the business and affairs of the <span class=\"dictionary\">business trust<\/span>, and the rights, duties, and obligations of the <span class=\"dictionary\">trustees<\/span>, <span class=\"dictionary\">beneficial owners<\/span>, and other <span class=\"dictionary\">persons<\/span>, that is not contrary to any provision or requirement of this chapter or the <span class=\"dictionary\">articles of trust<\/span> and without limitation: <a id=\"paragraph-303991\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> May provide for classes, groups, or series of <span class=\"dictionary\">trustees<\/span> or <span class=\"dictionary\">beneficial owners<\/span>, or classes, groups, or series of beneficial interests, having such relative rights, powers, and duties as the <span class=\"dictionary\">governing instrument<\/span> may provide; and may make provision for the future creation in the manner provided in the <span class=\"dictionary\">governing instrument<\/span> of additional classes, groups or series of <span class=\"dictionary\">trustees<\/span>, <span class=\"dictionary\">beneficial owners<\/span>, or beneficial interests, having the relative rights, powers, and duties as may from time to time be established, including rights, powers, and duties senior or subordinate to existing classes, groups, or series of <span class=\"dictionary\">trustees<\/span>, <span class=\"dictionary\">beneficial owners<\/span>, or beneficial interests; <a id=\"paragraph-303992\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#B1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> May establish or provide for the establishment of designated series of <span class=\"dictionary\">trustees<\/span>, <span class=\"dictionary\">beneficial owners<\/span>, or beneficial interests having separate rights, powers, or duties with respect to specified property or obligations of the <span class=\"dictionary\">business trust<\/span> or profits and losses associated with specified property or obligations and, to the extent provided in the <span class=\"dictionary\">governing instrument<\/span>, any series may have a separate business purpose or investment objective; <a id=\"paragraph-303993\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#B2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> May provide for the taking of any action, including the amendment of the <span class=\"dictionary\">articles of trust<\/span> or <span class=\"dictionary\">governing instrument<\/span>, the accomplishment of a merger or <span class=\"dictionary\">consolidation<\/span>, the appointment of one or more <span class=\"dictionary\">trustees<\/span>, the sale, lease, exchange, transfer, pledge, or other <span class=\"dictionary\">disposition<\/span> of all or any part of the <span class=\"dictionary\">assets<\/span> of the <span class=\"dictionary\">business trust<\/span> or the <span class=\"dictionary\">assets<\/span> of any series, or the dissolution of the <span class=\"dictionary\">business trust<\/span>; or may provide for the taking of any action to create, under the provisions of the <span class=\"dictionary\">governing instrument<\/span>, a class, group, or series of beneficial interests that was not previously outstanding, in any such case without the vote or approval of any particular <span class=\"dictionary\">trustee<\/span> or <span class=\"dictionary\">beneficial owner<\/span>, or class, group, or series of <span class=\"dictionary\">trustees<\/span> or <span class=\"dictionary\">beneficial owners<\/span>; <a id=\"paragraph-303994\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#B3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B4\" class=\"indent-1\"><p><span class=\"prefix-number\">4.<\/span> May grant to or withhold from all or certain <span class=\"dictionary\">trustees<\/span> or <span class=\"dictionary\">beneficial owners<\/span>, or a specified class, group, or series of <span class=\"dictionary\">trustees<\/span> or <span class=\"dictionary\">beneficial owners<\/span>, the right to vote, separately or with any or all other classes, groups, or series of <span class=\"dictionary\">trustees<\/span> or <span class=\"dictionary\">beneficial owners<\/span>, on any matter, such voting being on a per capita, number, financial interest, class, group, series, or any other basis; <a id=\"paragraph-303995\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#B4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B5\" class=\"indent-1\"><p><span class=\"prefix-number\">5.<\/span> May, if and to the extent that voting rights are granted under the <span class=\"dictionary\">governing instrument<\/span>, set forth provisions relating to notice of the time, place, or purpose of any meeting at which any matter is to be voted on, method of giving such notice, <span class=\"dictionary\">waiver<\/span> of any such notice, action by consent without a meeting, the establishment of record dates, quorum requirements, voting in <span class=\"dictionary\">person<\/span>, by proxy or in any other manner, or any other matter with respect to the exercise of the right to vote; <a id=\"paragraph-303996\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#B5\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B6\" class=\"indent-1\"><p><span class=\"prefix-number\">6.<\/span> May provide for the present or future creation of more than one <span class=\"dictionary\">business trust<\/span>, including the creation of a future <span class=\"dictionary\">business trust<\/span> to which all or any part of the <span class=\"dictionary\">assets<\/span>, liabilities, profits, or losses of any existing <span class=\"dictionary\">business trust<\/span> will be transferred, and for the conversion of beneficial interests in an existing <span class=\"dictionary\">business trust<\/span> or series, into beneficial interests in the separate <span class=\"dictionary\">business trust<\/span> or series; <a id=\"paragraph-303997\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#B6\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B7\" class=\"indent-1\"><p><span class=\"prefix-number\">7.<\/span> May provide for the appointment, election, or engagement, either as agents or independent contractors of the <span class=\"dictionary\">business trust<\/span> or as delegates of the <span class=\"dictionary\">trustees<\/span>, of officers, employees, managers, or other <span class=\"dictionary\">persons<\/span> who may manage the business and affairs of the <span class=\"dictionary\">business trust<\/span> and may have the titles and the relative rights, powers, and duties as the <span class=\"dictionary\">governing instrument<\/span> shall provide; and <a id=\"paragraph-303998\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#B7\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B8\" class=\"indent-1\"><p><span class=\"prefix-number\">8.<\/span> May provide for restrictions on transfer of beneficial interests to maintain the <span class=\"dictionary\">business trust<\/span>&#8217;s status when it is dependent on the number or identity of its <span class=\"dictionary\">beneficial owners<\/span>, to preserve exemptions under federal or state securities <span class=\"dictionary\">laws<\/span> or for any other purpose. <a id=\"paragraph-303999\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1219\/#B8\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nGOVERNING INSTRUMENT (\u00a7 13.1-1219)\n\nA. A governing instrument of a business trust may:\n\n   1. Provide that a person shall become a beneficial owner and shall become\n   bound by the governing instrument if such person, or a representative\n   authorized by such person, orally, in writing, or by other action such as\n   payment for a beneficial interest, complies with the conditions for becoming a\n   beneficial owner set forth in the governing instrument or any other writing\n   and acquires a beneficial interest;\n\n   2. Consist of one or more agreements, instruments, or other writings and may\n   include or incorporate a declaration of trust or bylaws containing provisions\n   relating to the business of the business trust, the conduct of its affairs,\n   and its rights or powers or the rights or powers of its trustees, beneficial\n   owners, agents, or employees; and\n\n   3. Contain any provision that is not inconsistent with law or with the\n   information contained in the articles of trust.\n\nB. A governing instrument may contain any provision relating to the management\nof the business and affairs of the business trust, and the rights, duties, and\nobligations of the trustees, beneficial owners, and other persons, that is not\ncontrary to any provision or requirement of this chapter or the articles of\ntrust and without limitation:\n\n   1. May provide for classes, groups, or series of trustees or beneficial\n   owners, or classes, groups, or series of beneficial interests, having such\n   relative rights, powers, and duties as the governing instrument may provide;\n   and may make provision for the future creation in the manner provided in the\n   governing instrument of additional classes, groups or series of trustees,\n   beneficial owners, or beneficial interests, having the relative rights,\n   powers, and duties as may from time to time be established, including rights,\n   powers, and duties senior or subordinate to existing classes, groups, or\n   series of trustees, beneficial owners, or beneficial interests;\n\n   2. May establish or provide for the establishment of designated series of\n   trustees, beneficial owners, or beneficial interests having separate rights,\n   powers, or duties with respect to specified property or obligations of the\n   business trust or profits and losses associated with specified property or\n   obligations and, to the extent provided in the governing instrument, any\n   series may have a separate business purpose or investment objective;\n\n   3. May provide for the taking of any action, including the amendment of the\n   articles of trust or governing instrument, the accomplishment of a merger or\n   consolidation, the appointment of one or more trustees, the sale, lease,\n   exchange, transfer, pledge, or other disposition of all or any part of the\n   assets of the business trust or the assets of any series, or the dissolution\n   of the business trust; or may provide for the taking of any action to create,\n   under the provisions of the governing instrument, a class, group, or series of\n   beneficial interests that was not previously outstanding, in any such case\n   without the vote or approval of any particular trustee or beneficial owner, or\n   class, group, or series of trustees or beneficial owners;\n\n   4. May grant to or withhold from all or certain trustees or beneficial owners,\n   or a specified class, group, or series of trustees or beneficial owners, the\n   right to vote, separately or with any or all other classes, groups, or series\n   of trustees or beneficial owners, on any matter, such voting being on a per\n   capita, number, financial interest, class, group, series, or any other basis;\n\n   5. May, if and to the extent that voting rights are granted under the\n   governing instrument, set forth provisions relating to notice of the time,\n   place, or purpose of any meeting at which any matter is to be voted on, method\n   of giving such notice, waiver of any such notice, action by consent without a\n   meeting, the establishment of record dates, quorum requirements, voting in\n   person, by proxy or in any other manner, or any other matter with respect to\n   the exercise of the right to vote;\n\n   6. May provide for the present or future creation of more than one business\n   trust, including the creation of a future business trust to which all or any\n   part of the assets, liabilities, profits, or losses of any existing business\n   trust will be transferred, and for the conversion of beneficial interests in\n   an existing business trust or series, into beneficial interests in the\n   separate business trust or series;\n\n   7. May provide for the appointment, election, or engagement, either as agents\n   or independent contractors of the business trust or as delegates of the\n   trustees, of officers, employees, managers, or other persons who may manage\n   the business and affairs of the business trust and may have the titles and the\n   relative rights, powers, and duties as the governing instrument shall provide;\n   and\n\n   8. May provide for restrictions on transfer of beneficial interests to\n   maintain the business trust&#8217;s status when it is dependent on the number\n   or identity of its beneficial owners, to preserve exemptions under federal or\n   state securities laws or for any other purpose.\n\nHISTORY: 2002, c. 621.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}