{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-316.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-316.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-316.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-316.html"}],"law_id":61166,"edition_id":1,"section_id":61166,"structure_id":13351,"section_number":"13.1-316","catch_line":"Articles of incorporation","history":"Code 1950, \u00a7 13-257; 1956, c. 428; 1958, c. 564; 2001, cc. 517, 541; 2003, c. 592.","full_text":"Articles of incorporation shall be signed in triplicate by each of the incorporators and acknowledged by them, if natural persons, and, if associations, by the president and secretary of each such association, before an officer authorized to take acknowledgments, and shall state:\n\na\n\nThe name of the association which shall be distinguishable upon the records of the Commission from the name of any association or corporation, whether issuing shares or not issuing shares, limited liability company, business trust or limited partnership existing under the laws of this Commonwealth, or the name of any foreign corporation, whether issuing shares or not issuing shares, limited liability company, business trust or limited partnership authorized to transact business in this Commonwealth, or any corporate, limited liability company, business trust or limited partnership name reserved or registered as provided by law;b\n\nThe address of its initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its initial registered agent at such address and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in this Commonwealth;c\n\nIts purposes;d\n\nWhether organized with or without capital stock; and if organized with capital stock, a description thereof in accordance with the requirements of § 13.1-619;e\n\nIf organized without capital stock, whether the property rights and interests of each member are equal or unequal; if unequal, the rule by which such rights and interests shall be determined;f\n\nThe maximum number of directors, not less than five, who are to manage the affairs of the association;g\n\nThe number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors;h\n\nIf the duration of a corporation is not to be perpetual, the period of its duration;i\n\nThe articles may also contain any other provisions, consistent with law for regulating the association’s business or the conduct of its affairs, the establishment of election districts, the election of delegates to represent the members residing therein and the election of directors to represent such election districts, either directly or indirectly by said delegates, for voting by proxy or mail ballot and the issuance, retirement and transfer of membership certificates and stock.","order_by":null,"text":{"0":{"id":223569,"text":"Articles of incorporation shall be signed in triplicate by each of the incorporators and acknowledged by them, if natural persons, and, if associations, by the president and secretary of each such association, before an officer authorized to take acknowledgments, and shall state:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"a"},"1":{"id":223570,"text":"The name of the association which shall be distinguishable upon the records of the Commission from the name of any association or corporation, whether issuing shares or not issuing shares, limited liability company, business trust or limited partnership existing under the laws of this Commonwealth, or the name of any foreign corporation, whether issuing shares or not issuing shares, limited liability company, business trust or limited partnership authorized to transact business in this Commonwealth, or any corporate, limited liability company, business trust or limited partnership name reserved or registered as provided by law;","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"prior_prefix":"","next_prefix":"b"},"2":{"id":223571,"text":"The address of its initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its initial registered agent at such address and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in this Commonwealth;","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a","next_prefix":"c"},"3":{"id":223572,"text":"Its purposes;","type":"section","prefixes":["c"],"prefix":"c","entire_prefix":"c","prefix_anchor":"c","level":1,"prior_prefix":"b","next_prefix":"d"},"4":{"id":223573,"text":"Whether organized with or without capital stock; and if organized with capital stock, a description thereof in accordance with the requirements of § 13.1-619;","type":"section","prefixes":["d"],"prefix":"d","entire_prefix":"d","prefix_anchor":"d","level":1,"prior_prefix":"c","next_prefix":"e"},"5":{"id":223574,"text":"If organized without capital stock, whether the property rights and interests of each member are equal or unequal; if unequal, the rule by which such rights and interests shall be determined;","type":"section","prefixes":["e"],"prefix":"e","entire_prefix":"e","prefix_anchor":"e","level":1,"prior_prefix":"d","next_prefix":"f"},"6":{"id":223575,"text":"The maximum number of directors, not less than five, who are to manage the affairs of the association;","type":"section","prefixes":["f"],"prefix":"f","entire_prefix":"f","prefix_anchor":"f","level":1,"prior_prefix":"e","next_prefix":"g"},"7":{"id":223576,"text":"The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors;","type":"section","prefixes":["g"],"prefix":"g","entire_prefix":"g","prefix_anchor":"g","level":1,"prior_prefix":"f","next_prefix":"h"},"8":{"id":223577,"text":"If the duration of a corporation is not to be perpetual, the period of its duration;","type":"section","prefixes":["h"],"prefix":"h","entire_prefix":"h","prefix_anchor":"h","level":1,"prior_prefix":"g","next_prefix":"i"},"9":{"id":223578,"text":"The articles may also contain any other provisions, consistent with law for regulating the association’s business or the conduct of its affairs, the establishment of election districts, the election of delegates to represent the members residing therein and the election of directors to represent such election districts, either directly or indirectly by said delegates, for voting by proxy or mail ballot and the issuance, retirement and transfer of membership certificates and stock.","type":"section","prefixes":["i"],"prefix":"i","entire_prefix":"i","prefix_anchor":"i","level":1,"prior_prefix":"h"}},"ancestry":[{"id":13351,"edition_id":1,"name":"Agricultural Cooperative Associations","identifier":"2","label":"article","depth":3,"order_by":1,"parent_id":13350,"metadata":{},"date_created":"2026-06-26 03:44:41","date_modified":"2026-06-26 03:44:41","permalink":{"id":149583,"object_type":"structure","relational_id":13351,"identifier":"2","token":"13.1\/3\/2","url":"\/13.1\/3\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13350,"edition_id":1,"name":"Cooperative Associations","identifier":"3","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:41","date_modified":"2026-06-26 03:44:41","permalink":{"id":149519,"object_type":"structure","relational_id":13350,"identifier":"3","token":"13.1\/3","url":"\/13.1\/3\/","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":81376,"structure_id":13351,"section_number":"13.1-312","catch_line":"Liberal construction of article","url":"\/13.1-312\/","token":"13.1\/3\/2\/13.1-312","metadata":false},{"id":64545,"structure_id":13351,"section_number":"13.1-313","catch_line":"Definitions","url":"\/13.1-313\/","token":"13.1\/3\/2\/13.1-313","metadata":false},{"id":81035,"structure_id":13351,"section_number":"13.1-314","catch_line":"Qualification of incorporators","url":"\/13.1-314\/","token":"13.1\/3\/2\/13.1-314","metadata":false},{"id":80157,"structure_id":13351,"section_number":"13.1-315","catch_line":"Purposes","url":"\/13.1-315\/","token":"13.1\/3\/2\/13.1-315","metadata":false},{"id":61166,"structure_id":13351,"section_number":"13.1-316","catch_line":"Articles of incorporation","url":"\/13.1-316\/","token":"13.1\/3\/2\/13.1-316","metadata":false},{"id":61597,"structure_id":13351,"section_number":"13.1-317","catch_line":"Filing and recording articles of incorporation","url":"\/13.1-317\/","token":"13.1\/3\/2\/13.1-317","metadata":false},{"id":61590,"structure_id":13351,"section_number":"13.1-318","catch_line":"Amendments to the articles of incorporation","url":"\/13.1-318\/","token":"13.1\/3\/2\/13.1-318","metadata":false},{"id":81534,"structure_id":13351,"section_number":"13.1-319","catch_line":"Bylaws","url":"\/13.1-319\/","token":"13.1\/3\/2\/13.1-319","metadata":false},{"id":76905,"structure_id":13351,"section_number":"13.1-320","catch_line":"Powers","url":"\/13.1-320\/","token":"13.1\/3\/2\/13.1-320","metadata":false},{"id":68555,"structure_id":13351,"section_number":"13.1-321","catch_line":"Members","url":"\/13.1-321\/","token":"13.1\/3\/2\/13.1-321","metadata":false},{"id":75053,"structure_id":13351,"section_number":"13.1-322","catch_line":"Membership or voting stock certificates; transfers; dividends; nonvoting stock","url":"\/13.1-322\/","token":"13.1\/3\/2\/13.1-322","metadata":false},{"id":71686,"structure_id":13351,"section_number":"13.1-323","catch_line":"General and special meetings; how called","url":"\/13.1-323\/","token":"13.1\/3\/2\/13.1-323","metadata":false},{"id":54614,"structure_id":13351,"section_number":"13.1-324","catch_line":"Directors generally; executive committee","url":"\/13.1-324\/","token":"13.1\/3\/2\/13.1-324","metadata":false},{"id":62644,"structure_id":13351,"section_number":"13.1-325","catch_line":"Removal of director","url":"\/13.1-325\/","token":"13.1\/3\/2\/13.1-325","metadata":false},{"id":58660,"structure_id":13351,"section_number":"13.1-326","catch_line":"Officers generally","url":"\/13.1-326\/","token":"13.1\/3\/2\/13.1-326","metadata":false},{"id":82331,"structure_id":13351,"section_number":"13.1-327","catch_line":"Removal of officer","url":"\/13.1-327\/","token":"13.1\/3\/2\/13.1-327","metadata":false},{"id":72649,"structure_id":13351,"section_number":"13.1-328","catch_line":"Referendum","url":"\/13.1-328\/","token":"13.1\/3\/2\/13.1-328","metadata":false},{"id":80375,"structure_id":13351,"section_number":"13.1-329","catch_line":"Marketing contracts; enforcement; inducing breach; spreading false reports","url":"\/13.1-329\/","token":"13.1\/3\/2\/13.1-329","metadata":false},{"id":56154,"structure_id":13351,"section_number":"13.1-330","catch_line":"Recordation of marketing contracts","url":"\/13.1-330\/","token":"13.1\/3\/2\/13.1-330","metadata":false},{"id":73115,"structure_id":13351,"section_number":"13.1-331","catch_line":"Associations are not in restraint of trade","url":"\/13.1-331\/","token":"13.1\/3\/2\/13.1-331","metadata":false},{"id":65997,"structure_id":13351,"section_number":"13.1-332","catch_line":"Voluntary dissolution","url":"\/13.1-332\/","token":"13.1\/3\/2\/13.1-332","metadata":false},{"id":66148,"structure_id":13351,"section_number":"13.1-333","catch_line":"Repealed","url":"\/13.1-333\/","token":"13.1\/3\/2\/13.1-333","metadata":false},{"id":64470,"structure_id":13351,"section_number":"13.1-333.1","catch_line":"Annual reports","url":"\/13.1-333.1\/","token":"13.1\/3\/2\/13.1-333.1","metadata":false},{"id":59958,"structure_id":13351,"section_number":"13.1-334","catch_line":"Application to existing associations","url":"\/13.1-334\/","token":"13.1\/3\/2\/13.1-334","metadata":false},{"id":71004,"structure_id":13351,"section_number":"13.1-335","catch_line":"Saving clause","url":"\/13.1-335\/","token":"13.1\/3\/2\/13.1-335","metadata":false},{"id":81965,"structure_id":13351,"section_number":"13.1-336","catch_line":"Limitations of the use of the word \"cooperative.\"","url":"\/13.1-336\/","token":"13.1\/3\/2\/13.1-336","metadata":false},{"id":70364,"structure_id":13351,"section_number":"13.1-337","catch_line":"Foreign associations","url":"\/13.1-337\/","token":"13.1\/3\/2\/13.1-337","metadata":false},{"id":56693,"structure_id":13351,"section_number":"13.1-338","catch_line":"Purchasing business of other associations, persons, firms or corporations; stock issued","url":"\/13.1-338\/","token":"13.1\/3\/2\/13.1-338","metadata":false},{"id":68676,"structure_id":13351,"section_number":"13.1-339","catch_line":"Merger or consolidation","url":"\/13.1-339\/","token":"13.1\/3\/2\/13.1-339","metadata":false},{"id":73845,"structure_id":13351,"section_number":"13.1-340","catch_line":"Sale, mortgage or other disposition of assets","url":"\/13.1-340\/","token":"13.1\/3\/2\/13.1-340","metadata":false},{"id":69612,"structure_id":13351,"section_number":"13.1-341","catch_line":"Taxes","url":"\/13.1-341\/","token":"13.1\/3\/2\/13.1-341","metadata":false},{"id":77835,"structure_id":13351,"section_number":"13.1-342","catch_line":"Reserved","url":"\/13.1-342\/","token":"13.1\/3\/2\/13.1-342","metadata":false},{"id":79203,"structure_id":13351,"section_number":"13.1-343","catch_line":"Application of general corporation laws","url":"\/13.1-343\/","token":"13.1\/3\/2\/13.1-343","metadata":false},{"id":81919,"structure_id":13351,"section_number":"13.1-344","catch_line":"Existing associations continued","url":"\/13.1-344\/","token":"13.1\/3\/2\/13.1-344","metadata":false},{"id":54331,"structure_id":13351,"section_number":"13.1-345","catch_line":"Verification no longer required; signing instrument containing misstatement as perjury","url":"\/13.1-345\/","token":"13.1\/3\/2\/13.1-345","metadata":false}],"previous_section":{"id":80157,"structure_id":13351,"section_number":"13.1-315","catch_line":"Purposes","url":"\/13.1-315\/","token":"13.1\/3\/2\/13.1-315","metadata":false},"next_section":{"id":61597,"structure_id":13351,"section_number":"13.1-317","catch_line":"Filing and recording articles of incorporation","url":"\/13.1-317\/","token":"13.1\/3\/2\/13.1-317","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-316\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1956, chapter 428; in 1958, chapter 564; in 2001, chapters 517<\/a> and 541<\/a>; in 2003, chapter 592<\/a>.<\/p>","references":false,"refers_to":[{"id":66733,"section_number":"13.1-619","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-619\/"}],"permalink":{"id":149601,"object_type":"law","relational_id":61166,"identifier":"13.1-316","token":"13.1\/3\/2\/13.1-316","url":"\/13.1-316\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-316\/","token":"13.1\/3\/2\/13.1-316","dublin_core":{"Title":"Articles of incorporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-316","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Articles of incorporation shall be signed in triplicate by each of the incorporators and acknowledged by them, if natural persons, and, if associations, by the president and secretary of each such association, before an officer authorized to take acknowledgments, and shall state:<\/p><\/section>\n\t\t\t\t\t\t

a.<\/span> The name of the association which shall be distinguishable upon the records of the Commission from the name of any association or corporation, whether issuing shares or not issuing shares, limited liability company, business trust or limited partnership existing under the laws<\/span> of this Commonwealth, or the name of any foreign corporation, whether issuing shares or not issuing shares, limited liability company, business trust or limited partnership authorized to transact business in this Commonwealth, or any corporate, limited liability company, business trust or limited partnership name reserved or registered as provided by law<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

b.<\/span> The address of its initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its initial registered agent at such address and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in this Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

c.<\/span> Its purposes; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

d.<\/span> Whether organized with or without capital stock; and if organized with capital stock, a description thereof in accordance with the requirements of § 13.1-619<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

e.<\/span> If organized without capital stock, whether the property rights and interests of each member are equal or unequal; if unequal, the rule by which such rights and interests shall be determined; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

f.<\/span> The maximum number of directors, not less than five, who are to manage the affairs of the association; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

g.<\/span> The number of directors constituting the initial board of directors and the names and addresses of the persons who are to serve as the initial directors; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

h.<\/span> If the duration of a corporation is not to be perpetual, the period of its duration; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

i.<\/span> The articles may also contain any other provisions, consistent with law<\/span> for regulating the association’s business or the conduct of its affairs, the establishment of election districts, the election of delegates to represent the members residing therein and the election of directors to represent such election districts, either directly or indirectly by said delegates, for voting by proxy or mail ballot and the issuance, retirement and transfer of membership certificates and stock. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF INCORPORATION (\u00a7 13.1-316)\n\nArticles of incorporation shall be signed in triplicate by each of the\nincorporators and acknowledged by them, if natural persons, and, if\nassociations, by the president and secretary of each such association, before an\nofficer authorized to take acknowledgments, and shall state:\n\na. The name of the association which shall be distinguishable upon the records\nof the Commission from the name of any association or corporation, whether\nissuing shares or not issuing shares, limited liability company, business trust\nor limited partnership existing under the laws of this Commonwealth, or the name\nof any foreign corporation, whether issuing shares or not issuing shares,\nlimited liability company, business trust or limited partnership authorized to\ntransact business in this Commonwealth, or any corporate, limited liability\ncompany, business trust or limited partnership name reserved or registered as\nprovided by law;\n\nb. The address of its initial registered office (including both (i) the\npost-office address with street and number, if any, and (ii) the name of the\ncounty or city in which it is located) and the name of its initial registered\nagent at such address and that the agent is either (i) an individual who is a\nresident of Virginia and either a director of the corporation or a member of the\nVirginia State Bar or (ii) a domestic or foreign stock or nonstock corporation,\nlimited liability company or registered limited liability partnership authorized\nto transact business in this Commonwealth;\n\nc. Its purposes;\n\nd. Whether organized with or without capital stock; and if organized with\ncapital stock, a description thereof in accordance with the requirements of\n§ 13.1-619;\n\ne. If organized without capital stock, whether the property rights and interests\nof each member are equal or unequal; if unequal, the rule by which such rights\nand interests shall be determined;\n\nf. The maximum number of directors, not less than five, who are to manage the\naffairs of the association;\n\ng. The number of directors constituting the initial board of directors and the\nnames and addresses of the persons who are to serve as the initial directors;\n\nh. If the duration of a corporation is not to be perpetual, the period of its\nduration;\n\ni. The articles may also contain any other provisions, consistent with law for\nregulating the association’s business or the conduct of its affairs, the\nestablishment of election districts, the election of delegates to represent the\nmembers residing therein and the election of directors to represent such\nelection districts, either directly or indirectly by said delegates, for voting\nby proxy or mail ballot and the issuance, retirement and transfer of membership\ncertificates and stock.\n\nHISTORY: Code 1950, \u00a7 13-257; 1956, c. 428; 1958, c. 564; 2001, cc. 517, 541;\n2003, c. 592.","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}}