{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-603.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-603.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-603.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-603.html"}],"law_id":83518,"edition_id":1,"section_id":83518,"structure_id":15522,"section_number":"13.1-603","catch_line":"Definitions","history":"Code 1950, \u00a7 13.1-2; 1956, c. 428; 1962, c. 44; 1975, c. 500; 1985, c. 522; 1992, cc. 575, 802; 1993, c. 200; 1994, c. 122; 1997, cc. 190, 801; 2001, c. 545; 2002, cc. 1, 285; 2003, cc. 340, 728; 2005, c. 765; 2006, c. 663; 2007, c. 165; 2010, c. 782; 2012, c. 706; 2015, c. 611; 2016, c. 288; 2019, c. 734; 2020, c. 1226.","full_text":"As used in this chapter:\n\t\t“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 consolidation, serial designation, reduction, correction, and merger. It excludes articles of share exchange filed by an acquiring corporation. 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, including any articles of serial designation, 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.\n\t\t“Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue.\n\t\t“Beneficial shareholder” means a person that owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary as nominee.\n\t\t“Certificate,” when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.\n\t\t“Commission” means the State Corporation Commission of Virginia.\n\t\t“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.\n\t\t“Corporation” or “domestic corporation” means a corporation 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 which, 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 12.1 (\u00a7 13.1-722.1:1 et seq.) or Article 12.2 (\u00a7 13.1-722.8 et seq.) of this chapter or Article 15 (\u00a7 13.1-1081 et seq.) of Chapter 12.\n\t\t“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 \u00a7 13.1-610, electronic transmission.\n\t\t“Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in Article 8.1 (\u00a7 13.1-672.1 et seq.), a foreign corporation.\n\t\t“Disinterested director” means, except with respect to Article 14 (\u00a7 13.1-725 et seq.), a director who, at the time action is to be taken under subdivision B 5 of \u00a7 13.1-619, \u00a7 13.1-672.4, 13.1-691, 13.1-699, or 13.1-701, 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 \u00a7 13.1-699 or 13.1-701, 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: (i) nomination or election of the director to the board 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; (ii) 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 (iii) at the time action is to be taken under \u00a7 13.1-672.4, status as a named defendant, as a director against whom action is demanded, or as a director who approved the act being challenged.\n\t\t“Distribution” means a direct or indirect transfer of cash or other property, except the corporation’s own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness of the corporation; a distribution in liquidation; or otherwise. Distribution does not include an acquisition by a corporation of its shares from the estate or personal representative of a deceased shareholder, or any other shareholder, but only to the extent the acquisition is effected using the proceeds of insurance on the life of such deceased shareholder and the board of directors approved the policy and the terms of the redemption prior to the shareholder’s death.\n\t\t“Document” means (i) any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments and copies of such instruments, or (ii) an electronic record.\n\t\t“Domestic” with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.\n\t\t“Domestic business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Domestic limited liability company” has the same meaning as specified in \u00a7 13.1-1002.\n\t\t“Domestic limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Domestic nonstock corporation” has the same meaning as “domestic corporation” as specified in \u00a7 13.1-803.\n\t\t“Domestic partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under \u00a7 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.\n\t\t“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 \u00a7 13.1-606.\n\t\t“Effective date of notice” is defined in subdivision A 9 of \u00a7 13.1-610.\n\t\t“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.\n\t\t“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 subdivision A 10 of \u00a7 13.1-610.\n\t\t“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 subdivision A 10 of \u00a7 13.1-610.\n\t\t“Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation.\n\t\t“Eligible interests” means interests or memberships.\n\t\t“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.\n\t\t“Entity” includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government.\n\t\t“Expenses” means reasonable expenses of any kind that are incurred in connection with a matter.\n\t\t“Filing entity” means an unincorporated entity other than a general partnership.\n\t\t“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.\n\t\t“Foreign business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Foreign corporation” means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.\n\t\t“Foreign limited liability company” has the same meaning as specified in \u00a7 13.1-1002.\n\t\t“Foreign limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Foreign nonstock corporation” means a corporation that is incorporated under a law other than the law of the Commonwealth and would, based on its public organic record, be a nonstock corporation if incorporated under the law of the Commonwealth.\n\t\t“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.\n\t\t“Foreign registered limited liability partnership” has the same meaning as specified in \u00a7 50-73.79.\n\t\t“Foreign unincorporated entity” means a foreign partnership, foreign limited liability company, foreign limited partnership, or foreign business trust.\n\t\t“Government subdivision” includes authority, county, district, and municipality.\n\t\t“Governor” means any person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law governing the entity and its organic rules.\n\t\t“Includes” and “including” denote a partial definition as a nonexclusive list.\n\t\t“Individual” means a natural person.\n\t\t“Interest” means either or both of the following rights under the organic law governing an unincorporated entity:\n\n1\n\nThe right to receive distributions from the entity either in the ordinary course or upon liquidation; or2\n\nThe right to receive notice or to vote on issues involving its internal affairs, other than as an agent, assignee, proxy or person responsible for managing its business and affairs.\n\t\t\t“Interest holder” means a person who holds of record an interest.\n\t\t\t“Interest holder liability” means:1\n\nPersonal liability for a debt, obligation, or other liability of a domestic or foreign corporation or domestic or foreign eligible entity that is imposed on a person:\n\t\t\ta. Solely by reason of the person’s status as a shareholder, member, or interest holder; or\n\t\t\tb. By the articles of incorporation of the domestic corporation or the organic rules of the eligible entity or foreign corporation that make one or more specified shareholders, members, or interest holders, or categories of shareholders, members, or interest holders, liable in their capacity as shareholders, members, or interest holders for all or specified liabilities of the corporation or eligible entity; or2\n\nAn obligation of a shareholder, member, or interest holder under the articles of incorporation of a domestic corporation or the organic rules of an eligible entity or foreign corporation to contribute to the entity.\n\t\t\tFor purposes of the foregoing, except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of an eligible entity or a foreign corporation, interest holder liability arises under subdivision 1 when the corporation or eligible entity incurs the liability.\n\t\t\t“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.\n\t\t\t“Means” denotes an exhaustive definition.\n\t\t\t“Membership” means the rights of a member in a domestic or foreign nonstock corporation or limited liability company.\n\t\t\t“Merger” means a transaction pursuant to § 13.1-716 or 13.1-766.1.\n\t\t\t“Notice” is defined in § 13.1-610.\n\t\t\t“Organic law” means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity.\n\t\t\t“Organic rules” means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity.\n\t\t\t“Person” includes an individual and an entity.\n\t\t\t“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 § 13.1-775 shall be conclusive for purposes of this chapter.\n\t\t\t“Private organic rules” means (i) the bylaws of a domestic or foreign corporation or nonstock corporation or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity, are binding on all its interest holders, and are not part of its public organic record. Where private organic rules have been amended or restated, the term means the private organic rules as last amended or restated.\n\t\t\t“Proceeding” includes civil suit and criminal, administrative, and investigatory action.\n\t\t\t“Protected series” has the same meaning as specified in § 13.1-1002.\n\t\t\t“Public corporation” means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.\n\t\t\t“Public organic record” means (i) the articles of incorporation of a domestic or foreign corporation or nonstock 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.\n\t\t\t“Record date” means the date fixed for determining the identity of the corporation’s shareholders and their shareholdings for purposes of this chapter. The determinations 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.\n\t\t\t“Record shareholder” means (i) the person in whose name shares are registered in the records of the corporation or (ii) the person identified as the beneficial owner of shares in a beneficial ownership certificate pursuant to § 13.1-664 on file with the corporation to the extent of the rights granted by such certificate.\n\t\t\t“Registered limited liability partnership” has the same meaning as specified in § 50-73.79.\n\t\t\t“Secretary” means the corporate officer or other individual to whom the board of directors has delegated responsibility under subsection C of § 13.1-693 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.\n\t\t\t“Series limited liability company” has the same meaning as specified in § 13.1-1002.\n\t\t\t“Share exchange” means a transaction pursuant to § 13.1-717.\n\t\t\t“Shareholder” means a record shareholder.\n\t\t\t“Shares” means the units into which the proprietary interests in a corporation are divided.\n\t\t\t“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.\n\t\t\t“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.\n\t\t\t“Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.\n\t\t\t“Subsidiary” means, as to any corporation, any other corporation of which it owns, directly or indirectly, voting shares entitled to cast a majority of the votes entitled to be cast generally in an election of directors of such other corporation.\n\t\t\t“Unincorporated entity” or “domestic unincorporated entity” means a domestic partnership, limited liability company, limited partnership or business trust.\n\t\t\t“United States” includes district, authority, bureau, commission, department, and any other agency of the United States.\n\t\t\t“Unrestricted voting trust beneficial owner” means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.\n\t\t\t“Voting group” means all shares of one or more classes or series 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 shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.\n\t\t\t“Voting power” means the current power to vote in the election of directors.\n\t\t\t“Voting trust beneficial owner” means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to subsection A of § 13.1-670.\n\t\t\t“Writing” or “written” means any information in the form of a document.","order_by":null,"text":{"0":{"id":299281,"text":"As used in this chapter:\n\t\t“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 consolidation, serial designation, reduction, correction, and merger. It excludes articles of share exchange filed by an acquiring corporation. 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, including any articles of serial designation, 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.\n\t\t“Authorized shares” means the shares of all classes a domestic or foreign corporation is authorized to issue.\n\t\t“Beneficial shareholder” means a person that owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary as nominee.\n\t\t“Certificate,” when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.\n\t\t“Commission” means the State Corporation Commission of Virginia.\n\t\t“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.\n\t\t“Corporation” or “domestic corporation” means a corporation 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 which, 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 12.1 (\u00a7 13.1-722.1:1 et seq.) or Article 12.2 (\u00a7 13.1-722.8 et seq.) of this chapter or Article 15 (\u00a7 13.1-1081 et seq.) of Chapter 12.\n\t\t“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 \u00a7 13.1-610, electronic transmission.\n\t\t“Derivative proceeding” means a civil suit in the right of a domestic corporation or, to the extent provided in Article 8.1 (\u00a7 13.1-672.1 et seq.), a foreign corporation.\n\t\t“Disinterested director” means, except with respect to Article 14 (\u00a7 13.1-725 et seq.), a director who, at the time action is to be taken under subdivision B 5 of \u00a7 13.1-619, \u00a7 13.1-672.4, 13.1-691, 13.1-699, or 13.1-701, 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 \u00a7 13.1-699 or 13.1-701, 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: (i) nomination or election of the director to the board 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; (ii) 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 (iii) at the time action is to be taken under \u00a7 13.1-672.4, status as a named defendant, as a director against whom action is demanded, or as a director who approved the act being challenged.\n\t\t“Distribution” means a direct or indirect transfer of cash or other property, except the corporation’s own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. A distribution may be in the form of a payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness of the corporation; a distribution in liquidation; or otherwise. Distribution does not include an acquisition by a corporation of its shares from the estate or personal representative of a deceased shareholder, or any other shareholder, but only to the extent the acquisition is effected using the proceeds of insurance on the life of such deceased shareholder and the board of directors approved the policy and the terms of the redemption prior to the shareholder’s death.\n\t\t“Document” means (i) any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments and copies of such instruments, or (ii) an electronic record.\n\t\t“Domestic” with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.\n\t\t“Domestic business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Domestic limited liability company” has the same meaning as specified in \u00a7 13.1-1002.\n\t\t“Domestic limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Domestic nonstock corporation” has the same meaning as “domestic corporation” as specified in \u00a7 13.1-803.\n\t\t“Domestic partnership” means an association of two or more persons to carry on as co-owners a business for profit formed under \u00a7 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.\n\t\t“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 \u00a7 13.1-606.\n\t\t“Effective date of notice” is defined in subdivision A 9 of \u00a7 13.1-610.\n\t\t“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.\n\t\t“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 subdivision A 10 of \u00a7 13.1-610.\n\t\t“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 subdivision A 10 of \u00a7 13.1-610.\n\t\t“Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation.\n\t\t“Eligible interests” means interests or memberships.\n\t\t“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.\n\t\t“Entity” includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government.\n\t\t“Expenses” means reasonable expenses of any kind that are incurred in connection with a matter.\n\t\t“Filing entity” means an unincorporated entity other than a general partnership.\n\t\t“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.\n\t\t“Foreign business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Foreign corporation” means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.\n\t\t“Foreign limited liability company” has the same meaning as specified in \u00a7 13.1-1002.\n\t\t“Foreign limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Foreign nonstock corporation” means a corporation that is incorporated under a law other than the law of the Commonwealth and would, based on its public organic record, be a nonstock corporation if incorporated under the law of the Commonwealth.\n\t\t“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.\n\t\t“Foreign registered limited liability partnership” has the same meaning as specified in \u00a7 50-73.79.\n\t\t“Foreign unincorporated entity” means a foreign partnership, foreign limited liability company, foreign limited partnership, or foreign business trust.\n\t\t“Government subdivision” includes authority, county, district, and municipality.\n\t\t“Governor” means any person under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law governing the entity and its organic rules.\n\t\t“Includes” and “including” denote a partial definition as a nonexclusive list.\n\t\t“Individual” means a natural person.\n\t\t“Interest” means either or both of the following rights under the organic law governing an unincorporated entity:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":299282,"text":"The right to receive distributions from the entity either in the ordinary course or upon liquidation; or","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":299283,"text":"The right to receive notice or to vote on issues involving its internal affairs, other than as an agent, assignee, proxy or person responsible for managing its business and affairs.\n\t\t\t“Interest holder” means a person who holds of record an interest.\n\t\t\t“Interest holder liability” means:","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"1"},"3":{"id":299284,"text":"Personal liability for a debt, obligation, or other liability of a domestic or foreign corporation or domestic or foreign eligible entity that is imposed on a person:\n\t\t\ta. Solely by reason of the person’s status as a shareholder, member, or interest holder; or\n\t\t\tb. By the articles of incorporation of the domestic corporation or the organic rules of the eligible entity or foreign corporation that make one or more specified shareholders, members, or interest holders, or categories of shareholders, members, or interest holders, liable in their capacity as shareholders, members, or interest holders for all or specified liabilities of the corporation or eligible entity; or","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"2","next_prefix":"2"},"4":{"id":299285,"text":"An obligation of a shareholder, member, or interest holder under the articles of incorporation of a domestic corporation or the organic rules of an eligible entity or foreign corporation to contribute to the entity.\n\t\t\tFor purposes of the foregoing, except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of an eligible entity or a foreign corporation, interest holder liability arises under subdivision 1 when the corporation or eligible entity incurs the liability.\n\t\t\t“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.\n\t\t\t“Means” denotes an exhaustive definition.\n\t\t\t“Membership” means the rights of a member in a domestic or foreign nonstock corporation or limited liability company.\n\t\t\t“Merger” means a transaction pursuant to § 13.1-716 or 13.1-766.1.\n\t\t\t“Notice” is defined in § 13.1-610.\n\t\t\t“Organic law” means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity.\n\t\t\t“Organic rules” means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity.\n\t\t\t“Person” includes an individual and an entity.\n\t\t\t“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 § 13.1-775 shall be conclusive for purposes of this chapter.\n\t\t\t“Private organic rules” means (i) the bylaws of a domestic or foreign corporation or nonstock corporation or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity, are binding on all its interest holders, and are not part of its public organic record. Where private organic rules have been amended or restated, the term means the private organic rules as last amended or restated.\n\t\t\t“Proceeding” includes civil suit and criminal, administrative, and investigatory action.\n\t\t\t“Protected series” has the same meaning as specified in § 13.1-1002.\n\t\t\t“Public corporation” means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.\n\t\t\t“Public organic record” means (i) the articles of incorporation of a domestic or foreign corporation or nonstock 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.\n\t\t\t“Record date” means the date fixed for determining the identity of the corporation’s shareholders and their shareholdings for purposes of this chapter. The determinations 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.\n\t\t\t“Record shareholder” means (i) the person in whose name shares are registered in the records of the corporation or (ii) the person identified as the beneficial owner of shares in a beneficial ownership certificate pursuant to § 13.1-664 on file with the corporation to the extent of the rights granted by such certificate.\n\t\t\t“Registered limited liability partnership” has the same meaning as specified in § 50-73.79.\n\t\t\t“Secretary” means the corporate officer or other individual to whom the board of directors has delegated responsibility under subsection C of § 13.1-693 for custody of the minutes of the meetings of the board of directors and of the shareholders and for authenticating records of the corporation.\n\t\t\t“Series limited liability company” has the same meaning as specified in § 13.1-1002.\n\t\t\t“Share exchange” means a transaction pursuant to § 13.1-717.\n\t\t\t“Shareholder” means a record shareholder.\n\t\t\t“Shares” means the units into which the proprietary interests in a corporation are divided.\n\t\t\t“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.\n\t\t\t“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.\n\t\t\t“Subscriber” means a person who subscribes for shares in a corporation, whether before or after incorporation.\n\t\t\t“Subsidiary” means, as to any corporation, any other corporation of which it owns, directly or indirectly, voting shares entitled to cast a majority of the votes entitled to be cast generally in an election of directors of such other corporation.\n\t\t\t“Unincorporated entity” or “domestic unincorporated entity” means a domestic partnership, limited liability company, limited partnership or business trust.\n\t\t\t“United States” includes district, authority, bureau, commission, department, and any other agency of the United States.\n\t\t\t“Unrestricted voting trust beneficial owner” means, with respect to any shareholder rights, a voting trust beneficial owner whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.\n\t\t\t“Voting group” means all shares of one or more classes or series 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 shareholders. All shares entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.\n\t\t\t“Voting power” means the current power to vote in the election of directors.\n\t\t\t“Voting trust beneficial owner” means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to subsection A of § 13.1-670.\n\t\t\t“Writing” or “written” means any information in the form of a document.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1"}},"ancestry":[{"id":15522,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:55:49","date_modified":"2026-06-26 03:55:49","permalink":{"id":150165,"object_type":"structure","relational_id":15522,"identifier":"1","token":"13.1\/9\/1","url":"\/13.1\/9\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","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":62759,"structure_id":15522,"section_number":"13.1-601","catch_line":"Short title","url":"\/13.1-601\/","token":"13.1\/9\/1\/13.1-601","metadata":false},{"id":81530,"structure_id":15522,"section_number":"13.1-602","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-602\/","token":"13.1\/9\/1\/13.1-602","metadata":false},{"id":83518,"structure_id":15522,"section_number":"13.1-603","catch_line":"Definitions","url":"\/13.1-603\/","token":"13.1\/9\/1\/13.1-603","metadata":false},{"id":81223,"structure_id":15522,"section_number":"13.1-604","catch_line":"Filing requirements","url":"\/13.1-604\/","token":"13.1\/9\/1\/13.1-604","metadata":false},{"id":79230,"structure_id":15522,"section_number":"13.1-604.1","catch_line":"Filings with the Commission pursuant to reorganization","url":"\/13.1-604.1\/","token":"13.1\/9\/1\/13.1-604.1","metadata":false},{"id":71146,"structure_id":15522,"section_number":"13.1-605","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-605\/","token":"13.1\/9\/1\/13.1-605","metadata":false},{"id":70454,"structure_id":15522,"section_number":"13.1-606","catch_line":"Effective time and date of document","url":"\/13.1-606\/","token":"13.1\/9\/1\/13.1-606","metadata":false},{"id":64529,"structure_id":15522,"section_number":"13.1-607","catch_line":"Correcting filed articles","url":"\/13.1-607\/","token":"13.1\/9\/1\/13.1-607","metadata":false},{"id":76071,"structure_id":15522,"section_number":"13.1-608","catch_line":"Evidentiary effect of copy of filed document","url":"\/13.1-608\/","token":"13.1\/9\/1\/13.1-608","metadata":false},{"id":72852,"structure_id":15522,"section_number":"13.1-609","catch_line":"Certificate of good standing","url":"\/13.1-609\/","token":"13.1\/9\/1\/13.1-609","metadata":false},{"id":82388,"structure_id":15522,"section_number":"13.1-610","catch_line":"Notices and other communications","url":"\/13.1-610\/","token":"13.1\/9\/1\/13.1-610","metadata":false},{"id":70102,"structure_id":15522,"section_number":"13.1-610.1","catch_line":"Householding","url":"\/13.1-610.1\/","token":"13.1\/9\/1\/13.1-610.1","metadata":false},{"id":72196,"structure_id":15522,"section_number":"13.1-611","catch_line":"Number of shareholders","url":"\/13.1-611\/","token":"13.1\/9\/1\/13.1-611","metadata":false},{"id":59175,"structure_id":15522,"section_number":"13.1-612","catch_line":"Penalty for signing false document","url":"\/13.1-612\/","token":"13.1\/9\/1\/13.1-612","metadata":false},{"id":83010,"structure_id":15522,"section_number":"13.1-613","catch_line":"Unlawful to transact or offer to transact business as a corporation unless authorized","url":"\/13.1-613\/","token":"13.1\/9\/1\/13.1-613","metadata":false},{"id":66358,"structure_id":15522,"section_number":"13.1-614","catch_line":"Hearing and finality of Commission action; injunctions","url":"\/13.1-614\/","token":"13.1\/9\/1\/13.1-614","metadata":false}],"previous_section":{"id":81530,"structure_id":15522,"section_number":"13.1-602","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-602\/","token":"13.1\/9\/1\/13.1-602","metadata":false},"next_section":{"id":81223,"structure_id":15522,"section_number":"13.1-604","catch_line":"Filing requirements","url":"\/13.1-604\/","token":"13.1\/9\/1\/13.1-604","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-603\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 20 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 1962, chapter 44; in 1975, chapter 500; in 1985, chapter 522; in 1992, chapters 575 and 802; in 1993, chapter 200; in 1994, chapter 122<\/a>; in 1997, chapters 190<\/a> and 801<\/a>; in 2001, chapter 545<\/a>; in 2002, chapters 1<\/a> and 285<\/a>; in 2003, chapters 340<\/a> and 728<\/a>; in 2005, chapter 765<\/a>; in 2006, chapter 663<\/a>; in 2007, chapter 165<\/a>; in 2010, chapter 782<\/a>; in 2012, chapter 706<\/a>; in 2015, chapter 611<\/a>; in 2016, chapter 288<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"},{"id":54212,"section_number":"13.1-1028","catch_line":"Information and records","order_by":null,"url":"\/13.1-1028\/"},{"id":70285,"section_number":"13.1-1081","catch_line":"Definitions","order_by":null,"url":"\/13.1-1081\/"},{"id":57431,"section_number":"13.1-1102","catch_line":"Definitions","order_by":null,"url":"\/13.1-1102\/"},{"id":68199,"section_number":"13.1-1201","catch_line":"Definitions","order_by":null,"url":"\/13.1-1201\/"},{"id":79485,"section_number":"13.1-1264","catch_line":"Definitions","order_by":null,"url":"\/13.1-1264\/"},{"id":66461,"section_number":"13.1-543","catch_line":"Definitions","order_by":null,"url":"\/13.1-543\/"},{"id":55588,"section_number":"13.1-776","catch_line":"Definitions","order_by":null,"url":"\/13.1-776\/"},{"id":65210,"section_number":"13.1-803","catch_line":"Definitions","order_by":null,"url":"\/13.1-803\/"},{"id":69255,"section_number":"38.2-231","catch_line":"Notice of cancellation, refusal to renew, reduction in coverage or increase in premium of certain liability insurance policies","order_by":null,"url":"\/38.2-231\/"},{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"}],"refers_to":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"},{"id":70285,"section_number":"13.1-1081","catch_line":"Definitions","order_by":null,"url":"\/13.1-1081\/"},{"id":68199,"section_number":"13.1-1201","catch_line":"Definitions","order_by":null,"url":"\/13.1-1201\/"},{"id":70454,"section_number":"13.1-606","catch_line":"Effective time and date of document","order_by":null,"url":"\/13.1-606\/"},{"id":82388,"section_number":"13.1-610","catch_line":"Notices and other communications","order_by":null,"url":"\/13.1-610\/"},{"id":66733,"section_number":"13.1-619","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-619\/"},{"id":54067,"section_number":"13.1-664","catch_line":"Shares held by intermediaries and nominees","order_by":null,"url":"\/13.1-664\/"},{"id":86769,"section_number":"13.1-670","catch_line":"Voting trusts","order_by":null,"url":"\/13.1-670\/"},{"id":54967,"section_number":"13.1-672.1","catch_line":"Standing; condition precedent; stay of proceedings","order_by":null,"url":"\/13.1-672.1\/"},{"id":78141,"section_number":"13.1-672.4","catch_line":"Dismissal","order_by":null,"url":"\/13.1-672.4\/"},{"id":56699,"section_number":"13.1-691","catch_line":"Director conflict of interests","order_by":null,"url":"\/13.1-691\/"},{"id":75621,"section_number":"13.1-693","catch_line":"Required officers","order_by":null,"url":"\/13.1-693\/"},{"id":62700,"section_number":"13.1-699","catch_line":"Advance for expenses","order_by":null,"url":"\/13.1-699\/"},{"id":83208,"section_number":"13.1-701","catch_line":"Determination and authorization of indemnification","order_by":null,"url":"\/13.1-701\/"},{"id":73648,"section_number":"13.1-716","catch_line":"Merger","order_by":null,"url":"\/13.1-716\/"},{"id":82947,"section_number":"13.1-717","catch_line":"Share exchange","order_by":null,"url":"\/13.1-717\/"},{"id":57509,"section_number":"13.1-722.1:1","catch_line":"Definitions","order_by":null,"url":"\/13.1-722.1_1\/"},{"id":86100,"section_number":"13.1-722.8","catch_line":"Definitions","order_by":null,"url":"\/13.1-722.8\/"},{"id":60304,"section_number":"13.1-725","catch_line":"Definitions","order_by":null,"url":"\/13.1-725\/"},{"id":79297,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-766.1\/"},{"id":77578,"section_number":"13.1-775","catch_line":"Annual report of domestic and foreign corporations","order_by":null,"url":"\/13.1-775\/"},{"id":65210,"section_number":"13.1-803","catch_line":"Definitions","order_by":null,"url":"\/13.1-803\/"},{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"},{"id":76467,"section_number":"50-73.79","catch_line":"Definitions","order_by":null,"url":"\/50-73.79\/"},{"id":75229,"section_number":"50-73.88","catch_line":"Formation of partnership","order_by":null,"url":"\/50-73.88\/"}],"permalink":{"id":150175,"object_type":"law","relational_id":83518,"identifier":"13.1-603","token":"13.1\/9\/1\/13.1-603","url":"\/13.1-603\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-603\/","token":"13.1\/9\/1\/13.1-603","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-603","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this chapter:\n\t\t“Articles of incorporation<\/span>” means all documents<\/span> constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court<\/span> or the Commission<\/span> and all amendments including certificates of consolidation<\/span>, serial designation, reduction, correction, and merger<\/span>. It excludes articles of share exchange<\/span> filed by an acquiring corporation. When the articles of incorporation<\/span> have been restated pursuant to any articles of restatement, amendment, domestication, or merger<\/span>, it includes only the restated articles of incorporation<\/span>, including any articles of serial designation, without the accompanying articles of restatement, amendment, domestication, or merger<\/span>. When used with respect to a foreign corporation<\/span>, the “articles of incorporation<\/span>” of such entity means the document<\/span> that is equivalent to the articles of incorporation<\/span> of a domestic corporation<\/span>.\n\t\t“Authorized shares<\/span>” means the shares of all classes a domestic or foreign corporation<\/span> is authorized to issue<\/span>.\n\t\t“Beneficial shareholder<\/span>” means a person<\/span> that owns the beneficial interest<\/span> in shares, which may be a record shareholder<\/span> or a person<\/span> on whose behalf shares are registered in the name of an intermediary as nominee.\n\t\t“Certificate,” when relating to articles filed with the Commission<\/span>, means the order<\/span> of the Commission<\/span> that makes the articles effective, together with the articles.\n\t\t“Commission<\/span>” means the State<\/span> Corporation Commission<\/span> of Virginia.\n\t\t“Conspicuous<\/span>” means so written<\/span>, displayed, or presented that a reasonable person<\/span> against whom the writing<\/span> 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<\/span>.\n\t\t“Corporation” or “domestic corporation<\/span>” means a corporation authorized by law to issue<\/span> shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws<\/span> of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation<\/span>, amendment, or merger<\/span>, has become a domestic corporation<\/span> of the Commonwealth, even though also being a corporation organized under laws<\/span> other than the laws<\/span> of the Commonwealth, or that has become a domestic corporation<\/span> of the Commonwealth pursuant to Article 12.1 (\u00a7 13.1-722.1:1<\/a> et seq.) or Article 12.2 (\u00a7 13.1-722.8<\/a> et seq.) of this chapter or Article 15 (\u00a7 13.1-1081<\/a> et seq.) of Chapter 12.\n\t\t“Deliver<\/span>” or “delivery<\/span>” means any method of delivery<\/span> used in conventional commercial practice, including delivery<\/span> by hand, mail, commercial delivery<\/span>, and, if authorized in accordance with \u00a7 13.1-610<\/a>, electronic transmission<\/span>.\n\t\t“Derivative proceeding<\/span>” means a civil suit in the right of a domestic corporation<\/span> or, to the extent provided in Article 8.1 (\u00a7 13.1-672.1<\/a> et seq.), a foreign corporation<\/span>.\n\t\t“Disinterested director” means, except with respect to Article 14 (\u00a7 13.1-725<\/a> et seq.), a director who, at the time action is to be taken under subdivision B 5 of \u00a7 13.1-619<\/a>, \u00a7 13.1-672.4<\/a>, 13.1-691<\/a>, 13.1-699<\/a>, or 13.1-701<\/a>, does not have (i) a financial interest<\/span> in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person<\/span> who has a financial interest<\/span> in the matter, either of which would reasonably be expected to impair the objectivity of the director’s judgment<\/span> when participating in the action, and if the action is to be taken under \u00a7 13.1-699<\/a> or 13.1-701<\/a>, is also not a party<\/span> to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person<\/span> from being a disinterested director: (i) nomination or election of the director to the board by any director who is not a disinterested director with respect to the matter or by any person<\/span> that has a material<\/span> relationship with that director, acting alone or participating with others; (ii) 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<\/span> that has a material<\/span> relationship with that director, is or was also a director; or (iii) at the time action is to be taken under \u00a7 13.1-672.4<\/a>, status as a named defendant<\/span>, as a director against whom action is demanded, or as a director who approved the act being challenged.\n\t\t“Distribution<\/span>” means a direct or indirect transfer of cash or other property, except the corporation’s own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders<\/span> in respect of any of its shares. A distribution<\/span> may be in the form of a payment of a dividend; a purchase, redemption<\/span>, or other acquisition of shares; a distribution<\/span> of indebtedness of the corporation; a distribution<\/span> in liquidation<\/span>; or otherwise. Distribution<\/span> does not include an acquisition by a corporation of its shares from the estate or personal representative of a deceased shareholder, or any other shareholder, but only to the extent the acquisition is effected using the proceeds of insurance on the life of such deceased shareholder and the board of directors approved the policy and the terms of the redemption<\/span> prior to the shareholder’s death.\n\t\t“Document<\/span>” means (i) any tangible medium on which information is inscribed, and includes handwritten, typed, printed, or similar instruments and copies of such instruments, or (ii) an electronic record<\/span>.\n\t\t“Domestic” with respect to an entity, means an entity governed as to its internal affairs by the organic law<\/span> of the Commonwealth.\n\t\t“Domestic business trust<\/span>” has the same meaning as specified in \u00a7 13.1-1201<\/a>.\n\t\t“Domestic limited liability company<\/span>” has the same meaning as specified in \u00a7 13.1-1002<\/a>.\n\t\t“Domestic limited partnership<\/span>” has the same meaning as specified in \u00a7 50-73.1<\/a>.\n\t\t“Domestic nonstock corporation<\/span>” has the same meaning as “domestic corporation<\/span>” as specified in \u00a7 13.1-803<\/a>.\n\t\t“Domestic partnership<\/span>” means an association of two or more persons<\/span> to carry on as co-owners a business for profit formed under \u00a7 50-73.88<\/a>, or predecessor law of the Commonwealth, and includes, for all purposes of the laws<\/span> of the Commonwealth, a registered limited liability partnership<\/span>.\n\t\t“Effective date,” when referring to a document<\/span> for which effectiveness is contingent upon issuance of a certificate by the Commission<\/span>, means the time and date determined in accordance with \u00a7 13.1-606<\/a>.\n\t\t“Effective date of notice” is defined in subdivision A 9 of \u00a7 13.1-610<\/a>.\n\t\t“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.\n\t\t“Electronic record<\/span>” 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 subdivision A 10 of \u00a7 13.1-610<\/a>.\n\t\t“Electronic transmission<\/span>” or “electronically transmitted<\/span>” 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 subdivision A 10 of \u00a7 13.1-610<\/a>.\n\t\t“Eligible entity<\/span>” means a domestic or foreign unincorporated entity<\/span> or a domestic or foreign nonstock corporation<\/span>.\n\t\t“Eligible interests<\/span>” means interests or memberships<\/span>.\n\t\t“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.\n\t\t“Entity” includes any domestic or foreign corporation<\/span>; any domestic or foreign nonstock corporation<\/span>; any domestic or foreign unincorporated entity<\/span>; any estate or trust; and any state<\/span>, the United States<\/span> and any foreign government.\n\t\t“Expenses<\/span>” means reasonable expenses<\/span> of any kind that are incurred in connection with a matter.\n\t\t“Filing entity<\/span>” means an unincorporated entity other than a general partnership.\n\t\t“Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the organic law<\/span> of a jurisdiction<\/span> other than the Commonwealth.\n\t\t“Foreign business trust<\/span>” has the same meaning as specified in \u00a7 13.1-1201<\/a>.\n\t\t“Foreign corporation<\/span>” means a corporation authorized by law to issue<\/span> shares, organized under laws<\/span> other than the laws<\/span> of the Commonwealth.\n\t\t“Foreign limited liability company<\/span>” has the same meaning as specified in \u00a7 13.1-1002<\/a>.\n\t\t“Foreign limited partnership<\/span>” has the same meaning as specified in \u00a7 50-73.1<\/a>.\n\t\t“Foreign nonstock corporation<\/span>” means a corporation that is incorporated under a law other than the law of the Commonwealth and would, based on its public organic record<\/span>, be a nonstock corporation if incorporated under the law of the Commonwealth.\n\t\t“Foreign partnership<\/span>” means an association of two or more persons<\/span> to carry on as co-owners of a business for profit formed under the laws<\/span> of any state<\/span> or jurisdiction<\/span> other than the Commonwealth, and includes, for all purposes of the laws<\/span> of the Commonwealth, a foreign registered limited liability partnership<\/span><\/span>.\n\t\t“Foreign registered limited liability partnership<\/span><\/span>” has the same meaning as specified in \u00a7 50-73.79<\/a>.\n\t\t“Foreign unincorporated entity<\/span>” means a foreign partnership<\/span>, foreign limited liability company<\/span>, foreign limited partnership<\/span>, or foreign business trust<\/span>.\n\t\t“Government subdivision<\/span>” includes authority, county, district, and municipality.\n\t\t“Governor<\/span>” means any person<\/span> under whose authority the powers of an entity are exercised and under whose direction the activities and affairs of the entity are managed pursuant to the organic law<\/span> governing the entity and its organic rules<\/span>.\n\t\t“Includes” and “including” denote a partial definition as a nonexclusive list.\n\t\t“Individual<\/span>” means a natural person<\/span>.\n\t\t“Interest<\/span>” means either or both of the following rights under the organic law<\/span> governing an unincorporated entity:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The right to receive distributions<\/span> from the entity either in the ordinary course or upon liquidation<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The right to receive notice or to vote on issues<\/span> involving its internal affairs, other than as an agent, assignee, proxy or person<\/span> responsible for managing its business and affairs.\n\t\t\t“Interest holder<\/span>” means a person<\/span> who holds of record an interest.\n\t\t\t“Interest holder<\/span> liability” means: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Personal liability for a debt, obligation, or other liability of a domestic or foreign corporation<\/span> or domestic or foreign eligible entity<\/span> that is imposed on a person<\/span>:\n\t\t\ta. Solely by reason of the person<\/span>’s status as a shareholder, member, or interest holder<\/span>; or\n\t\t\tb. By the articles of incorporation<\/span> of the domestic corporation<\/span> or the organic rules<\/span> of the eligible entity<\/span> or foreign corporation<\/span> that make one or more specified shareholders<\/span>, members, or interest holders<\/span>, or categories of shareholders<\/span>, members, or interest holders<\/span>, liable in their capacity as shareholders<\/span>, members, or interest holders<\/span> for all or specified liabilities of the corporation or eligible entity<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> An obligation of a shareholder, member, or interest holder<\/span> under the articles of incorporation<\/span> of a domestic corporation<\/span> or the organic rules of an eligible entity<\/span> or foreign corporation<\/span> to contribute to the entity.\n\t\t\tFor purposes of the foregoing, except as otherwise provided in the articles of incorporation<\/span> of a domestic corporation<\/span> or the organic law<\/span> or organic rules of an eligible entity<\/span> or a foreign corporation<\/span>, interest holder<\/span> liability arises under subdivision 1 when the corporation or eligible entity<\/span> incurs the liability.\n\t\t\t“Jurisdiction of formation<\/span>” means the state<\/span> or country the law of which includes the organic law<\/span> governing a domestic or foreign corporation<\/span> or eligible entity<\/span>.\n\t\t\t“Means” denotes an exhaustive definition.\n\t\t\t“Membership<\/span>” means the rights of a member in a domestic or foreign nonstock corporation<\/span> or limited liability company.\n\t\t\t“Merger<\/span>” means a transaction pursuant to § 13.1-716<\/a> or 13.1-766.1<\/a>.\n\t\t\t“Notice” is defined in § 13.1-610<\/a>.\n\t\t\t“Organic law<\/span>” means the statute<\/span> governing the internal affairs of a domestic or foreign corporation<\/span> or eligible entity<\/span>.\n\t\t\t“Organic rules” means the public organic record<\/span> and private organic rules<\/span> of a domestic or foreign corporation<\/span> or eligible entity<\/span>.\n\t\t\t“Person<\/span>” includes an individual<\/span> and an entity.\n\t\t\t“Principal office<\/span>” means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation<\/span> 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<\/span> in the most recent annual report filed pursuant to § 13.1-775<\/a> shall be conclusive for purposes of this chapter.\n\t\t\t“Private organic rules<\/span>” means (i) the bylaws of a domestic or foreign corporation<\/span> or nonstock corporation or (ii) the rules, regardless of whether in writing<\/span>, that govern the internal affairs of an unincorporated entity, are binding on all its interest holders<\/span>, and are not part of its public organic record<\/span>. Where private organic rules<\/span> have been amended or restated, the term means the private organic rules<\/span> as last amended or restated.\n\t\t\t“Proceeding” includes civil suit and criminal, administrative, and investigatory action.\n\t\t\t“Protected series<\/span>” has the same meaning as specified in § 13.1-1002<\/a>.\n\t\t\t“Public corporation<\/span>” means a corporation that has shares listed on a national securities exchange or regularly traded in a market maintained by one or more members of a national or affiliated securities association.\n\t\t\t“Public organic record<\/span>” means (i) the articles of incorporation<\/span> of a domestic or foreign corporation<\/span> or nonstock corporation or (ii) the document<\/span>, the filing of which is required to create an unincorporated entity. Where a public organic record<\/span> has been amended or restated, the term means the public organic record<\/span> as last amended or restated.\n\t\t\t“Record date<\/span>” means the date fixed for determining the identity of the corporation’s shareholders<\/span> and their shareholdings for purposes of this chapter. The determinations shall be made as of the close of business at the principal office<\/span> of the corporation on the record date<\/span> unless another time for doing so is specified when the record date<\/span> is fixed.\n\t\t\t“Record shareholder<\/span>” means (i) the person<\/span> in whose name shares are registered in the records of the corporation or (ii) the person<\/span> identified as the beneficial owner of shares in a beneficial ownership certificate pursuant to § 13.1-664<\/a> on file with the corporation to the extent of the rights granted by such certificate.\n\t\t\t“Registered limited liability partnership<\/span>” has the same meaning as specified in § 50-73.79<\/a>.\n\t\t\t“Secretary<\/span>” means the corporate officer or other individual<\/span> to whom the board of directors has delegated responsibility under subsection C of § 13.1-693<\/a> for custody<\/span> of the minutes of the meetings of the board of directors and of the shareholders<\/span> and for authenticating records of the corporation.\n\t\t\t“Series limited liability company<\/span>” has the same meaning as specified in § 13.1-1002<\/a>.\n\t\t\t“Share exchange<\/span>” means a transaction pursuant to § 13.1-717<\/a>.\n\t\t\t“Shareholder” means a record shareholder<\/span>.\n\t\t\t“Shares” means the units into which the proprietary interests in a corporation are divided.\n\t\t\t“Sign<\/span>” or “signature<\/span>” means, with present intent<\/span> to authenticate or adopt a document<\/span>: (i) to execute or adopt a tangible symbol to a document<\/span>, and includes any manual, facsimile, or conformed signature<\/span>; or (ii) to attach to or logically associate with an electronic transmission<\/span> an electronic sound, symbol, or process, and includes an electronic signature<\/span> in an electronic transmission<\/span>.\n\t\t\t“State<\/span>” when referring to a part of the United States<\/span>, includes a state<\/span>, commonwealth, and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession<\/span>, and their agencies and governmental subdivisions, of the United States<\/span>.\n\t\t\t“Subscriber<\/span>” means a person<\/span> who subscribes for shares in a corporation, whether before or after incorporation.\n\t\t\t“Subsidiary” means, as to any corporation, any other corporation of which it owns, directly or indirectly, voting shares entitled to cast a majority of the votes entitled to be cast generally in an election of directors of such other corporation.\n\t\t\t“Unincorporated entity” or “domestic unincorporated entity<\/span>” means a domestic partnership<\/span>, limited liability company, limited partnership or business trust.\n\t\t\t“United States<\/span>” includes district, authority, bureau, commission<\/span>, department, and any other agency of the United States<\/span>.\n\t\t\t“Unrestricted voting trust beneficial owner<\/span>” means, with respect to any shareholder rights, a voting trust beneficial owner<\/span> whose entitlement to exercise the shareholder right in question is not inconsistent with the voting trust agreement.\n\t\t\t“Voting group<\/span>” means all shares of one or more classes or series that under the articles of incorporation<\/span> or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders<\/span>. All shares entitled by the articles of incorporation<\/span> or this chapter to vote generally on the matter are for that purpose a single voting group<\/span>.\n\t\t\t“Voting power<\/span>” means the current power to vote in the election of directors.\n\t\t\t“Voting trust beneficial owner<\/span>” means an owner of a beneficial interest in shares of the corporation held in a voting trust established pursuant to subsection A of § 13.1-670<\/a>.\n\t\t\t“Writing<\/span>” or “written<\/span>” means any information in the form of a document<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-603)\n\nAs used in this chapter:\n\t\t“Articles of incorporation” means all documents constituting, at\nany particular time, the charter of a corporation. It includes the original\ncharter issued by the General Assembly, a court or the Commission and all\namendments including certificates of consolidation, serial designation,\nreduction, correction, and merger. It excludes articles of share exchange filed\nby an acquiring corporation. When the articles of incorporation have been\nrestated pursuant to any articles of restatement, amendment, domestication, or\nmerger, it includes only the restated articles of incorporation, including any\narticles of serial designation, without the accompanying articles of\nrestatement, amendment, domestication, or merger. When used with respect to a\nforeign corporation, the “articles of incorporation” of such entity\nmeans the document that is equivalent to the articles of incorporation of a\ndomestic corporation.\n\t\t“Authorized shares” means the shares of all classes a domestic or\nforeign corporation is authorized to issue.\n\t\t“Beneficial shareholder” means a person that owns the beneficial\ninterest in shares, which may be a record shareholder or a person on whose\nbehalf shares are registered in the name of an intermediary as nominee.\n\t\t“Certificate,” when relating to articles filed with the\nCommission, means the order of the Commission that makes the articles effective,\ntogether with the articles.\n\t\t“Commission” means the State Corporation Commission of Virginia.\n\t\t“Conspicuous” means so written, displayed, or presented that a\nreasonable person against whom the writing is to operate should have noticed it.\nFor example, text that is italicized, is in boldface, contrasting colors, or\ncapitals, or is underlined, is conspicuous.\n\t\t“Corporation” or “domestic corporation” means a\ncorporation authorized by law to issue shares, irrespective of the nature of the\nbusiness to be transacted, organized under this chapter or existing pursuant to\nthe laws of the Commonwealth on January 1, 1986, or which, by virtue of articles\nof incorporation, amendment, or merger, has become a domestic corporation of the\nCommonwealth, even though also being a corporation organized under laws other\nthan the laws of the Commonwealth, or that has become a domestic corporation of\nthe Commonwealth pursuant to Article 12.1 (\u00a7 13.1-722.1:1 et seq.) or Article\n12.2 (\u00a7 13.1-722.8 et seq.) of this chapter or Article 15 (\u00a7 13.1-1081 et\nseq.) of Chapter 12.\n\t\t“Deliver” or “delivery” means any method of delivery\nused in conventional commercial practice, including delivery by hand, mail,\ncommercial delivery, and, if authorized in accordance with \u00a7 13.1-610,\nelectronic transmission.\n\t\t“Derivative proceeding” means a civil suit in the right of a\ndomestic corporation or, to the extent provided in Article 8.1 (\u00a7 13.1-672.1 et\nseq.), a foreign corporation.\n\t\t“Disinterested director” means, except with respect to Article 14\n(\u00a7 13.1-725 et seq.), a director who, at the time action is to be taken under\nsubdivision B 5 of \u00a7 13.1-619, \u00a7 13.1-672.4, 13.1-691, 13.1-699, or 13.1-701,\ndoes not have (i) a financial interest in a matter that is the subject of such\naction or (ii) a familial, financial, professional, employment, or other\nrelationship with a person who has a financial interest in the matter, either of\nwhich would reasonably be expected to impair the objectivity of the\ndirector’s judgment when participating in the action, and if the action is\nto be taken under \u00a7 13.1-699 or 13.1-701, is also not a party to the\nproceeding. The presence of one or more of the following circumstances shall not\nby itself prevent a person from being a disinterested director: (i) nomination\nor election of the director to the board by any director who is not a\ndisinterested director with respect to the matter or by any person that has a\nmaterial relationship with that director, acting alone or participating with\nothers; (ii) service as a director of another corporation of which a director\nwho is not a disinterested director with respect to the matter, or any person\nthat has a material relationship with that director, is or was also a director;\nor (iii) at the time action is to be taken under \u00a7 13.1-672.4, status as a\nnamed defendant, as a director against whom action is demanded, or as a director\nwho approved the act being challenged.\n\t\t“Distribution” means a direct or indirect transfer of cash or\nother property, except the corporation’s own shares, or incurrence of\nindebtedness by a corporation to or for the benefit of its shareholders in\nrespect of any of its shares. A distribution may be in the form of a payment of\na dividend; a purchase, redemption, or other acquisition of shares; a\ndistribution of indebtedness of the corporation; a distribution in liquidation;\nor otherwise. Distribution does not include an acquisition by a corporation of\nits shares from the estate or personal representative of a deceased shareholder,\nor any other shareholder, but only to the extent the acquisition is effected\nusing the proceeds of insurance on the life of such deceased shareholder and the\nboard of directors approved the policy and the terms of the redemption prior to\nthe shareholder’s death.\n\t\t“Document” means (i) any tangible medium on which information is\ninscribed, and includes handwritten, typed, printed, or similar instruments and\ncopies of such instruments, or (ii) an electronic record.\n\t\t“Domestic” with respect to an entity, means an entity governed as\nto its internal affairs by the organic law of the Commonwealth.\n\t\t“Domestic business trust” has the same meaning as specified in \u00a7\n13.1-1201.\n\t\t“Domestic limited liability company” has the same meaning as\nspecified in \u00a7 13.1-1002.\n\t\t“Domestic limited partnership” has the same meaning as specified\nin \u00a7 50-73.1.\n\t\t“Domestic nonstock corporation” has the same meaning as\n“domestic corporation” as specified in \u00a7 13.1-803.\n\t\t“Domestic partnership” means an association of two or more persons\nto carry on as co-owners a business for profit formed under \u00a7 50-73.88, or\npredecessor law of the Commonwealth, and includes, for all purposes of the laws\nof the Commonwealth, a registered limited liability partnership.\n\t\t“Effective date,” when referring to a document for which\neffectiveness is contingent upon issuance of a certificate by the Commission,\nmeans the time and date determined in accordance with \u00a7 13.1-606.\n\t\t“Effective date of notice” is defined in subdivision A 9 of \u00a7\n13.1-610.\n\t\t“Electronic” means relating to technology having electrical,\ndigital, magnetic, wireless, optical, electromagnetic, or similar capabilities.\n\t\t“Electronic record” means information that is stored in an\nelectronic or other nontangible medium and is retrievable in paper form through\nan automated process used in conventional commercial practice, unless otherwise\nauthorized in accordance with subdivision A 10 of \u00a7 13.1-610.\n\t\t“Electronic transmission” or “electronically\ntransmitted” means any form or process of communication, not directly\ninvolving the physical transfer of paper or another tangible medium, that (i) is\nsuitable for the retention, retrieval, and reproduction of information by the\nrecipient, and (ii) is retrievable in paper form by the recipient through an\nautomated process used in conventional commercial practice, unless otherwise\nauthorized in accordance with subdivision A 10 of \u00a7 13.1-610.\n\t\t“Eligible entity” means a domestic or foreign unincorporated\nentity or a domestic or foreign nonstock corporation.\n\t\t“Eligible interests” means interests or memberships.\n\t\t“Employee” includes, unless otherwise provided in the bylaws, an\nofficer but not a director. A director may accept duties that make the director\nalso an employee.\n\t\t“Entity” includes any domestic or foreign corporation; any\ndomestic or foreign nonstock corporation; any domestic or foreign unincorporated\nentity; any estate or trust; and any state, the United States and any foreign\ngovernment.\n\t\t“Expenses” means reasonable expenses of any kind that are incurred\nin connection with a matter.\n\t\t“Filing entity” means an unincorporated entity other than a\ngeneral partnership.\n\t\t“Foreign,” with respect to an entity, means an entity governed as\nto its internal affairs by the organic law of a jurisdiction other than the\nCommonwealth.\n\t\t“Foreign business trust” has the same meaning as specified in \u00a7\n13.1-1201.\n\t\t“Foreign corporation” means a corporation authorized by law to\nissue shares, organized under laws other than the laws of the Commonwealth.\n\t\t“Foreign limited liability company” has the same meaning as\nspecified in \u00a7 13.1-1002.\n\t\t“Foreign limited partnership” has the same meaning as specified in\n\u00a7 50-73.1.\n\t\t“Foreign nonstock corporation” means a corporation that is\nincorporated under a law other than the law of the Commonwealth and would, based\non its public organic record, be a nonstock corporation if incorporated under\nthe law of the Commonwealth.\n\t\t“Foreign partnership” means an association of two or more persons\nto carry on as co-owners of a business for profit formed under the laws of any\nstate or jurisdiction other than the Commonwealth, and includes, for all\npurposes of the laws of the Commonwealth, a foreign registered limited liability\npartnership.\n\t\t“Foreign registered limited liability partnership” has the same\nmeaning as specified in \u00a7 50-73.79.\n\t\t“Foreign unincorporated entity” means a foreign partnership,\nforeign limited liability company, foreign limited partnership, or foreign\nbusiness trust.\n\t\t“Government subdivision” includes authority, county, district, and\nmunicipality.\n\t\t“Governor” means any person under whose authority the powers of an\nentity are exercised and under whose direction the activities and affairs of the\nentity are managed pursuant to the organic law governing the entity and its\norganic rules.\n\t\t“Includes” and “including” denote a partial definition\nas a nonexclusive list.\n\t\t“Individual” means a natural person.\n\t\t“Interest” means either or both of the following rights under the\norganic law governing an unincorporated entity:\n\n1. The right to receive distributions from the entity either in the ordinary\ncourse or upon liquidation; or\n\n2. The right to receive notice or to vote on issues involving its internal\naffairs, other than as an agent, assignee, proxy or person responsible for\nmanaging its business and affairs.\n\t\t\t“Interest holder” means a person who holds of record an interest.\n\t\t\t“Interest holder liability” means:\n\n1. Personal liability for a debt, obligation, or other liability of a domestic\nor foreign corporation or domestic or foreign eligible entity that is imposed on\na person:\n\t\t\ta. Solely by reason of the person’s status as a shareholder, member, or\ninterest holder; or\n\t\t\tb. By the articles of incorporation of the domestic corporation or the\norganic rules of the eligible entity or foreign corporation that make one or\nmore specified shareholders, members, or interest holders, or categories of\nshareholders, members, or interest holders, liable in their capacity as\nshareholders, members, or interest holders for all or specified liabilities of\nthe corporation or eligible entity; or\n\n2. An obligation of a shareholder, member, or interest holder under the articles\nof incorporation of a domestic corporation or the organic rules of an eligible\nentity or foreign corporation to contribute to the entity.\n\t\t\tFor purposes of the foregoing, except as otherwise provided in the articles\nof incorporation of a domestic corporation or the organic law or organic rules\nof an eligible entity or a foreign corporation, interest holder liability arises\nunder subdivision 1 when the corporation or eligible entity incurs the\nliability.\n\t\t\t“Jurisdiction of formation” means the state or country the law of\nwhich includes the organic law governing a domestic or foreign corporation or\neligible entity.\n\t\t\t“Means” denotes an exhaustive definition.\n\t\t\t“Membership” means the rights of a member in a domestic or\nforeign nonstock corporation or limited liability company.\n\t\t\t“Merger” means a transaction pursuant to § 13.1-716 or\n13.1-766.1.\n\t\t\t“Notice” is defined in § 13.1-610.\n\t\t\t“Organic law” means the statute governing the internal affairs of\na domestic or foreign corporation or eligible entity.\n\t\t\t“Organic rules” means the public organic record and private\norganic rules of a domestic or foreign corporation or eligible entity.\n\t\t\t“Person” includes an individual and an entity.\n\t\t\t“Principal office” means the office, in or out of the\nCommonwealth, where the principal executive offices of a domestic or foreign\ncorporation are located, or, if there are no such offices, the office, in or out\nof the Commonwealth, so designated by the board of directors. The designation of\nthe principal office in the most recent annual report filed pursuant to §\n13.1-775 shall be conclusive for purposes of this chapter.\n\t\t\t“Private organic rules” means (i) the bylaws of a domestic or\nforeign corporation or nonstock corporation or (ii) the rules, regardless of\nwhether in writing, that govern the internal affairs of an unincorporated\nentity, are binding on all its interest holders, and are not part of its public\norganic record. Where private organic rules have been amended or restated, the\nterm means the private organic rules as last amended or restated.\n\t\t\t“Proceeding” includes civil suit and criminal, administrative,\nand investigatory action.\n\t\t\t“Protected series” has the same meaning as specified in §\n13.1-1002.\n\t\t\t“Public corporation” means a corporation that has shares listed\non a national securities exchange or regularly traded in a market maintained by\none or more members of a national or affiliated securities association.\n\t\t\t“Public organic record” means (i) the articles of incorporation\nof a domestic or foreign corporation or nonstock corporation or (ii) the\ndocument, the filing of which is required to create an unincorporated entity.\nWhere a public organic record has been amended or restated, the term means the\npublic organic record as last amended or restated.\n\t\t\t“Record date” means the date fixed for determining the identity\nof the corporation’s shareholders and their shareholdings for purposes of\nthis chapter. The determinations shall be made as of the close of business at\nthe principal office of the corporation on the record date unless another time\nfor doing so is specified when the record date is fixed.\n\t\t\t“Record shareholder” means (i) the person in whose name shares\nare registered in the records of the corporation or (ii) the person identified\nas the beneficial owner of shares in a beneficial ownership certificate pursuant\nto § 13.1-664 on file with the corporation to the extent of the rights\ngranted by such certificate.\n\t\t\t“Registered limited liability partnership” has the same meaning\nas specified in § 50-73.79.\n\t\t\t“Secretary” means the corporate officer or other individual to\nwhom the board of directors has delegated responsibility under subsection C of\n§ 13.1-693 for custody of the minutes of the meetings of the board of\ndirectors and of the shareholders and for authenticating records of the\ncorporation.\n\t\t\t“Series limited liability company” has the same meaning as\nspecified in § 13.1-1002.\n\t\t\t“Share exchange” means a transaction pursuant to § 13.1-717.\n\t\t\t“Shareholder” means a record shareholder.\n\t\t\t“Shares” means the units into which the proprietary interests in\na corporation are divided.\n\t\t\t“Sign” or “signature” means, with present intent to\nauthenticate or adopt a document: (i) to execute or adopt a tangible symbol to a\ndocument, and includes any manual, facsimile, or conformed signature; or (ii) to\nattach to or logically associate with an electronic transmission an electronic\nsound, symbol, or process, and includes an electronic signature in an electronic\ntransmission.\n\t\t\t“State” when referring to a part of the United States, includes a\nstate, commonwealth, and the District of Columbia, and their agencies and\ngovernmental subdivisions; and a territory or insular possession, and their\nagencies and governmental subdivisions, of the United States.\n\t\t\t“Subscriber” means a person who subscribes for shares in a\ncorporation, whether before or after incorporation.\n\t\t\t“Subsidiary” means, as to any corporation, any other corporation\nof which it owns, directly or indirectly, voting shares entitled to cast a\nmajority of the votes entitled to be cast generally in an election of directors\nof such other corporation.\n\t\t\t“Unincorporated entity” or “domestic unincorporated\nentity” means a domestic partnership, limited liability company, limited\npartnership or business trust.\n\t\t\t“United States” includes district, authority, bureau, commission,\ndepartment, and any other agency of the United States.\n\t\t\t“Unrestricted voting trust beneficial owner” means, with respect\nto any shareholder rights, a voting trust beneficial owner whose entitlement to\nexercise the shareholder right in question is not inconsistent with the voting\ntrust agreement.\n\t\t\t“Voting group” means all shares of one or more classes or series\nthat under the articles of incorporation or this chapter are entitled to vote\nand be counted together collectively on a matter at a meeting of shareholders.\nAll shares entitled by the articles of incorporation or this chapter to vote\ngenerally on the matter are for that purpose a single voting group.\n\t\t\t“Voting power” means the current power to vote in the election of\ndirectors.\n\t\t\t“Voting trust beneficial owner” means an owner of a beneficial\ninterest in shares of the corporation held in a voting trust established\npursuant to subsection A of § 13.1-670.\n\t\t\t“Writing” or “written” means any information in the\nform of a document.\n\nHISTORY: Code 1950, \u00a7 13.1-2; 1956, c. 428; 1962, c. 44; 1975, c. 500; 1985, c.\n522; 1992, cc. 575, 802; 1993, c. 200; 1994, c. 122; 1997, cc. 190, 801; 2001,\nc. 545; 2002, cc. 1, 285; 2003, cc. 340, 728; 2005, c. 765; 2006, c. 663; 2007,\nc. 165; 2010, c. 782; 2012, c. 706; 2015, c. 611; 2016, c. 288; 2019, c. 734;\n2020, c. 1226.","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}}