{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-622.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-622.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-622.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-622.html"}],"law_id":67794,"edition_id":1,"section_id":67794,"structure_id":16052,"section_number":"13.1-622","catch_line":"Liability for preincorporation transactions","history":"1985, c. 522.","full_text":"All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.","order_by":null,"text":{"0":{"id":245582,"text":"All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-622\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online.<\/p>","references":false,"refers_to":false,"permalink":{"id":150905,"object_type":"law","relational_id":67794,"identifier":"13.1-622","token":"13.1\/9\/3\/13.1-622","url":"\/13.1-622\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-622\/","token":"13.1\/9\/3\/13.1-622","dublin_core":{"Title":"Liability for preincorporation transactions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-622","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

All persons<\/span> purporting to act as or on behalf of a corporation<\/span>, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person<\/span> who also knew that there was no incorporation.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLIABILITY FOR PREINCORPORATION TRANSACTIONS (\u00a7 13.1-622)\n\nAll persons purporting to act as or on behalf of a corporation, knowing there\nwas no incorporation under this chapter, are jointly and severally liable for\nall liabilities created while so acting except for any liability to any person\nwho also knew that there was no incorporation.\n\nHISTORY: 1985, c. 522.","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}}