{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-623.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-623.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-623.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-623.html"}],"law_id":63296,"edition_id":1,"section_id":63296,"structure_id":16052,"section_number":"13.1-623","catch_line":"Organization of corporation","history":"Code 1950, \u00a7 13.1-54; 1956, c. 428; 1972, c. 606; 1974, c. 71; 1975, c. 500; 1985, c. 522; 2019, c. 734.","full_text":"A\n\nAfter incorporation:1\n\nIf initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or2\n\nIf initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:\n\t\t\t\ta. To elect a board of directors and complete the organization of the corporation; or\n\t\t\t\tb. To elect a board of directors who shall complete the organization of the corporation.B\n\nAction required or permitted by this chapter to be taken by incorporators or the initial directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or initial director.C\n\nAn organizational meeting may be held in or out of the Commonwealth.","order_by":null,"text":{"0":{"id":230655,"text":"After incorporation:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":230656,"text":"If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":230657,"text":"If initial directors are not named in the articles of incorporation, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:\n\t\t\t\ta. To elect a board of directors and complete the organization of the corporation; or\n\t\t\t\tb. To elect a board of directors who shall complete the organization of the corporation.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":230658,"text":"Action required or permitted by this chapter to be taken by incorporators or the initial directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator or initial director.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":230659,"text":"An organizational meeting may be held in or out of the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-623\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 6 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 1972, chapter 606; in 1974, chapter 71; in 1975, chapter 500; in 1985, chapter 522; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":67483,"section_number":"13.1-614.3","catch_line":"Ratification of defective corporate actions","order_by":null,"url":"\/13.1-614.3\/"}],"refers_to":false,"permalink":{"id":150909,"object_type":"law","relational_id":63296,"identifier":"13.1-623","token":"13.1\/9\/3\/13.1-623","url":"\/13.1-623\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-623\/","token":"13.1\/9\/3\/13.1-623","dublin_core":{"Title":"Organization of corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-623","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After incorporation: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If initial directors are named in the articles of incorporation<\/span>, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation<\/span> by appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If initial directors are not named in the articles of incorporation<\/span>, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:\n\t\t\t\ta. To elect a board of directors and complete the organization of the corporation<\/span>; or\n\t\t\t\tb. To elect a board of directors who shall complete the organization of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Action required or permitted by this chapter to be taken by incorporators or the initial directors at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written<\/span> consents describing the action taken and signed by each incorporator or initial director. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> An organizational meeting may be held in or out of the Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nORGANIZATION OF CORPORATION (\u00a7 13.1-623)\n\nA. After incorporation:\n\n 1. If initial directors are named in the articles of incorporation, the\n initial directors shall hold an organizational meeting, at the call of a\n majority of the directors, to complete the organization of the corporation by\n appointing officers, adopting bylaws, and carrying on any other business\n brought before the meeting; or\n\n 2. If initial directors are not named in the articles of incorporation, the\n incorporator or incorporators shall hold an organizational meeting at the call\n of a majority of the incorporators:\n \t\t\t\ta. To elect a board of directors and complete the organization of the\n corporation; or\n \t\t\t\tb. To elect a board of directors who shall complete the organization of\n the corporation.\n\nB. Action required or permitted by this chapter to be taken by incorporators or\nthe initial directors at an organizational meeting may be taken without a\nmeeting if the action taken is evidenced by one or more written consents\ndescribing the action taken and signed by each incorporator or initial director.\n\nC. An organizational meeting may be held in or out of the Commonwealth.\n\nHISTORY: Code 1950, \u00a7 13.1-54; 1956, c. 428; 1972, c. 606; 1974, c. 71; 1975,\nc. 500; 1985, c. 522; 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}}