{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-619.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-619.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-619.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-619.html"}],"law_id":66733,"edition_id":1,"section_id":66733,"structure_id":16052,"section_number":"13.1-619","catch_line":"Articles of incorporation","history":"Code 1950, \u00a7 13.1-49; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1985, c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517, 541; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nThe articles of incorporation shall set forth:1\n\nA corporate name for the corporation that satisfies the requirements of § 13.1-630;2\n\nThe number of shares the corporation is authorized to issue;3\n\nIf more than one class or series of shares is authorized, the number of authorized shares of each class or series and a distinguishing designation for each class or series; and4\n\nThe address of the corporation’s initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, 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 the Commonwealth.B\n\nThe articles of incorporation may set forth:1\n\nThe names and addresses of the individuals who are to serve as the initial directors;2\n\nAny provision defining or denying the preemptive right of shareholders to acquire unissued shares of the corporation;3\n\nProvisions not inconsistent with law regarding:\n\t\t\t\ta. The purpose or purposes for which the corporation is organized;\n\t\t\t\tb. The management of the business and regulation of the affairs of the corporation;\n\t\t\t\tc. Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;\n\t\t\t\td. A par value for authorized shares or classes or series of shares; or\n\t\t\t\te. Imposing interest holder liability on shareholders;4\n\nAny provision that under this chapter is required or permitted to be set forth in the bylaws; and5\n\nA provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person, provided that any application of such a provision to an officer or a related person of that officer (i) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of disinterested directors taken in compliance with the same procedures as are set forth in § 13.1-691, and (ii) may be limited by the approving action of the board of directors.C\n\nThe articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.D\n\nProvisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection L of § 13.1-604.","order_by":null,"text":{"0":{"id":242007,"text":"The articles of incorporation shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":242008,"text":"A corporate name for the corporation that satisfies the requirements of § 13.1-630;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":242009,"text":"The number of shares the corporation is authorized to issue;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":242010,"text":"If more than one class or series of shares is authorized, the number of authorized shares of each class or series and a distinguishing designation for each class or series; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":242011,"text":"The address of the corporation’s initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, 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 the Commonwealth.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":242012,"text":"The articles of incorporation may set forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"B1"},"6":{"id":242013,"text":"The names and addresses of the individuals who are to serve as the initial directors;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"7":{"id":242014,"text":"Any provision defining or denying the preemptive right of shareholders to acquire unissued shares of the corporation;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"8":{"id":242015,"text":"Provisions not inconsistent with law regarding:\n\t\t\t\ta. The purpose or purposes for which the corporation is organized;\n\t\t\t\tb. The management of the business and regulation of the affairs of the corporation;\n\t\t\t\tc. Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;\n\t\t\t\td. A par value for authorized shares or classes or series of shares; or\n\t\t\t\te. Imposing interest holder liability on shareholders;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"9":{"id":242016,"text":"Any provision that under this chapter is required or permitted to be set forth in the bylaws; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"10":{"id":242017,"text":"A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person, provided that any application of such a provision to an officer or a related person of that officer (i) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of disinterested directors taken in compliance with the same procedures as are set forth in § 13.1-691, and (ii) may be limited by the approving action of the board of directors.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"11":{"id":242018,"text":"The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"12":{"id":242019,"text":"Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection L of § 13.1-604.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":16052,"edition_id":1,"name":"Formation of Corporations","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 04:04:45","date_modified":"2026-06-26 04:04:45","permalink":{"id":150887,"object_type":"structure","relational_id":16052,"identifier":"3","token":"13.1\/9\/3","url":"\/13.1\/9\/3\/","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":86934,"structure_id":16052,"section_number":"13.1-618","catch_line":"Incorporators","url":"\/13.1-618\/","token":"13.1\/9\/3\/13.1-618","metadata":false},{"id":66733,"structure_id":16052,"section_number":"13.1-619","catch_line":"Articles of incorporation","url":"\/13.1-619\/","token":"13.1\/9\/3\/13.1-619","metadata":false},{"id":63023,"structure_id":16052,"section_number":"13.1-620","catch_line":"Special kinds of business","url":"\/13.1-620\/","token":"13.1\/9\/3\/13.1-620","metadata":false},{"id":70625,"structure_id":16052,"section_number":"13.1-621","catch_line":"Issuance of certificate of incorporation","url":"\/13.1-621\/","token":"13.1\/9\/3\/13.1-621","metadata":false},{"id":67794,"structure_id":16052,"section_number":"13.1-622","catch_line":"Liability for preincorporation transactions","url":"\/13.1-622\/","token":"13.1\/9\/3\/13.1-622","metadata":false},{"id":63296,"structure_id":16052,"section_number":"13.1-623","catch_line":"Organization of corporation","url":"\/13.1-623\/","token":"13.1\/9\/3\/13.1-623","metadata":false},{"id":65903,"structure_id":16052,"section_number":"13.1-624","catch_line":"Bylaws","url":"\/13.1-624\/","token":"13.1\/9\/3\/13.1-624","metadata":false},{"id":75810,"structure_id":16052,"section_number":"13.1-625","catch_line":"Emergency bylaws","url":"\/13.1-625\/","token":"13.1\/9\/3\/13.1-625","metadata":false}],"previous_section":{"id":86934,"structure_id":16052,"section_number":"13.1-618","catch_line":"Incorporators","url":"\/13.1-618\/","token":"13.1\/9\/3\/13.1-618","metadata":false},"next_section":{"id":63023,"structure_id":16052,"section_number":"13.1-620","catch_line":"Special kinds of business","url":"\/13.1-620\/","token":"13.1\/9\/3\/13.1-620","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-619\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 10 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 1975, chapter 500; in 1985, chapter 522; in 1986, chapter 622; in 1993, chapter 113; in 2000, chapter 162<\/a>; in 2001, chapters 517<\/a> and 541<\/a>; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":61166,"section_number":"13.1-316","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-316\/"},{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"},{"id":79230,"section_number":"13.1-604.1","catch_line":"Filings with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-604.1\/"},{"id":79378,"section_number":"13.1-673","catch_line":"Requirement for and duties of board of directors","order_by":null,"url":"\/13.1-673\/"},{"id":80556,"section_number":"13.1-722.10","catch_line":"Plan of conversion","order_by":null,"url":"\/13.1-722.10\/"},{"id":73249,"section_number":"13.1-722.2","catch_line":"Domestication","order_by":null,"url":"\/13.1-722.2\/"},{"id":59299,"section_number":"13.1-785","catch_line":"Election of status after formation","order_by":null,"url":"\/13.1-785\/"}],"refers_to":[{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"},{"id":71750,"section_number":"13.1-630","catch_line":"Corporate name","order_by":null,"url":"\/13.1-630\/"},{"id":56699,"section_number":"13.1-691","catch_line":"Director conflict of interests","order_by":null,"url":"\/13.1-691\/"}],"permalink":{"id":150893,"object_type":"law","relational_id":66733,"identifier":"13.1-619","token":"13.1\/9\/3\/13.1-619","url":"\/13.1-619\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-619\/","token":"13.1\/9\/3\/13.1-619","dublin_core":{"Title":"Articles of incorporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-619","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The articles of incorporation<\/span> shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A corporate name for the corporation<\/span> that satisfies the requirements of § 13.1-630<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The number of shares<\/span> the corporation<\/span> is authorized to issue<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If more than one class or series of shares is authorized, the number of authorized shares<\/span> of each class or series and a distinguishing designation for each class or series; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The address of the corporation<\/span>’s initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, and that the agent is either (i) an individual<\/span> who is a resident of Virginia and either a director of the corporation<\/span> or a member of the Virginia State<\/span> Bar or (ii) a domestic<\/span> or foreign stock or nonstock corporation<\/span>, limited liability company, or registered limited liability partnership<\/span> authorized to transact business in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The articles of incorporation<\/span> may set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The names and addresses of the individuals<\/span> who are to serve as the initial directors; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any provision defining or denying the preemptive right of shareholders<\/span> to acquire unissued shares of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Provisions not inconsistent with law<\/span> regarding:\n\t\t\t\ta. The purpose or purposes for which the corporation<\/span> is organized;\n\t\t\t\tb. The management of the business and regulation of the affairs of the corporation<\/span>;\n\t\t\t\tc. Defining, limiting, and regulating the powers of the corporation<\/span>, its board of directors, and shareholders<\/span>;\n\t\t\t\td. A par value for authorized shares<\/span> or classes or series of shares; or\n\t\t\t\te. Imposing interest holder<\/span> liability on shareholders<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Any provision that under this chapter is required or permitted to be set forth in the bylaws; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A provision limiting or eliminating any duty of a director or any other person<\/span> to offer the corporation<\/span> the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person<\/span>, provided that any application of such a provision to an officer or a related person<\/span> of that officer (i) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of disinterested directors taken in compliance with the same procedures as are set forth in § 13.1-691<\/a>, and (ii) may be limited by the approving action of the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The articles of incorporation<\/span> need not set forth any of the corporate powers enumerated in this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Provisions of the articles of incorporation<\/span> may be made dependent upon facts<\/span> objectively ascertainable outside the articles of incorporation<\/span> in accordance with subsection L of § 13.1-604<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF INCORPORATION (\u00a7 13.1-619)\n\nA. The articles of incorporation shall set forth:\n\n 1. A corporate name for the corporation that satisfies the requirements of\n § 13.1-630;\n\n 2. The number of shares the corporation is authorized to issue;\n\n 3. If more than one class or series of shares is authorized, the number of\n authorized shares of each class or series and a distinguishing designation for\n each class or series; and\n\n 4. The address of the corporation’s initial registered office (including\n both (i) the post-office address with street and number, if any, and (ii) the\n name of the city or county in which it is located), and the name of its\n initial registered agent at that office, and that the agent is either (i) an\n individual who is a resident of Virginia and either a director of the\n corporation or a member of the Virginia State Bar or (ii) a domestic or\n foreign stock or nonstock corporation, limited liability company, or\n registered limited liability partnership authorized to transact business in\n the Commonwealth.\n\nB. The articles of incorporation may set forth:\n\n 1. The names and addresses of the individuals who are to serve as the initial\n directors;\n\n 2. Any provision defining or denying the preemptive right of shareholders to\n acquire unissued shares of the corporation;\n\n 3. Provisions not inconsistent with law regarding:\n \t\t\t\ta. The purpose or purposes for which the corporation is organized;\n \t\t\t\tb. The management of the business and regulation of the affairs of the\n corporation;\n \t\t\t\tc. Defining, limiting, and regulating the powers of the corporation, its\n board of directors, and shareholders;\n \t\t\t\td. A par value for authorized shares or classes or series of shares; or\n \t\t\t\te. Imposing interest holder liability on shareholders;\n\n 4. Any provision that under this chapter is required or permitted to be set\n forth in the bylaws; and\n\n 5. A provision limiting or eliminating any duty of a director or any other\n person to offer the corporation the right to have or participate in any, or\n one or more classes or categories of, business opportunities, before the\n pursuit or taking of the opportunity by the director or other person, provided\n that any application of such a provision to an officer or a related person of\n that officer (i) also requires approval of that application by the board of\n directors, subsequent to the effective date of the provision, by action of\n disinterested directors taken in compliance with the same procedures as are\n set forth in § 13.1-691, and (ii) may be limited by the approving action\n of the board of directors.\n\nC. The articles of incorporation need not set forth any of the corporate powers\nenumerated in this chapter.\n\nD. Provisions of the articles of incorporation may be made dependent upon facts\nobjectively ascertainable outside the articles of incorporation in accordance\nwith subsection L of § 13.1-604.\n\nHISTORY: Code 1950, \u00a7 13.1-49; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1985,\nc. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517, 541; 2005, c.\n765; 2019, c. 734.","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}}