{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-627.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-627.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-627.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-627.html"}],"law_id":56269,"edition_id":1,"section_id":56269,"structure_id":14669,"section_number":"13.1-627","catch_line":"General powers","history":"Code 1950, \u00a7 13.1-2.1; 1975, c. 500; 1977, c. 508; 1983, c. 534; 1984, c. 406; 1985, c. 522; 1993, cc. 61, 143, 419; 1994, c. 452; 1996, cc. 16, 257; 2005, c. 765; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nUnless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:1\n\nTo sue and be sued, complain and defend in its corporate name;2\n\nTo have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;3\n\nTo make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the Commonwealth;4\n\nTo purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;5\n\nTo sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;6\n\nTo purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;7\n\nTo make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other securities and obligations, which may be convertible into or include the option to purchase other securities or property of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;8\n\nTo lend money, invest, and reinvest its funds, and receive and hold real and personal property as security for repayment;9\n\nTo conduct its business, locate offices, and exercise the powers granted by this chapter in or outside of the Commonwealth;10\n\nTo elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;11\n\nTo pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, share purchase plans and benefit and incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation or any of its subsidiaries;12\n\nTo make donations for the public welfare or for religious, charitable, scientific, literary or educational purposes, except that corporations subject to regulation as to rates by the Commission shall not have power to make donations in excess of five percent of net income computed before federal and state taxes on income and without taking into account any deduction for gifts;13\n\nExcept as otherwise provided in subsection B, to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;14\n\nTo make payments or donations, or do any other act, not inconsistent with this section or any other applicable law, that furthers the business and affairs of the corporation;15\n\nTo pay compensation, or to pay additional compensation, to any or all directors, officers and employees on account of services previously rendered to the corporation, whether or not an agreement to pay such compensation was made before such services were rendered;16\n\nTo insure for its benefit the life of any of its directors, officers or employees, to insure the life of any shareholder for the purpose of acquiring at his death shares owned by such shareholder and to continue such insurance after the relationship terminates;17\n\nTo cease its corporate activities and surrender its corporate franchise; and18\n\nTo have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.B\n\nEach corporation other than a public service company, a banking corporation, an insurance corporation, a savings institution, or a credit union shall have power to enter into partnership agreements, joint ventures, or other associations of any kind with any person or persons. The foregoing limitations on public service companies, banking corporations, insurance corporations, savings institutions, and credit unions shall not apply to the purchase by any such entity of any security of a limited liability company. The term “public service company” as used in this subsection shall not apply to railroads, which shall have the power given other corporations generally by this subsection. The foregoing limitation on public service companies shall not apply to partnership agreements, joint ventures, or other associations where the purposes of such partnerships, joint ventures, or other associations are activities that the public service company could lawfully engage in without participation in a partnership, joint venture, or association and will require an equity investment by the public service company and debt with recourse to the public service company of an amount not more than one percent of its net equity as measured at the end of the most recent fiscal year so long as all such partnerships, joint ventures, and associations collectively will require an equity investment by the public service company and debt with recourse to the public service company of less than five percent of the net equity of the public service company as measured at the end of the most recent fiscal year. Upon application by the public service company, the Commission may approve any partnership agreements, joint ventures, or other associations that exceed the equity investment criteria set forth above. The foregoing limitation on public service companies shall not apply to partnership agreements, joint ventures, or other associations between telephone companies and telephone companies, whether in corporate or other form, or between telephone companies and commonly owned affiliates of telephone companies for the purpose of providing domestic cellular radio telecommunication service.C\n\nPrivileges and powers conferred and restrictions and requirements imposed by other titles of the Code on railroads or other public service companies, banking corporations, insurance corporations, savings and loan associations, credit unions, industrial loan associations, or other special types of corporations, shall not be deemed repealed or amended by any provision of this chapter except where specifically so provided.D\n\nEach corporation that is deemed a private foundation, as defined in § 509 of the Internal Revenue Code, unless its articles of incorporation expressly provide otherwise, shall distribute its income and, if necessary, principal, for each taxable year at such time and in such manner as not to subject such corporation to tax under § 4942 of the Internal Revenue Code. Such corporation shall not engage in any act of self-dealing, as defined in § 4941(d) of the Internal Revenue Code, retain any excess business holdings, as defined in § 4943(c) of the Internal Revenue Code, make any investments in such manner as to give rise to liability for the tax imposed by § 4944 of the Internal Revenue Code, or make any taxable expenditures, as defined in § 4945(d) of the Internal Revenue Code. This subsection shall apply to any corporation organized after December 31, 1969, under this chapter or under the Virginia Stock Corporation Act (§ 13.1-601 et seq.) enacted by Chapter 428 of the 1956 Acts of General Assembly; and to any corporation organized before January 1, 1970, only for its taxable years beginning on and after January 1, 1972, unless the exceptions provided in § 508(e)(2)(A) or (B) of the Internal Revenue Code shall apply or unless the board of directors of such corporation shall elect that such restrictions as contained in this subsection shall not apply by filing written notice of such election with the Attorney General and the clerk of the Commission on or before December 31, 1971. Each reference to a section of the Internal Revenue Code made in this subsection shall include future amendments to such Code sections and corresponding provisions of future internal revenue laws.","order_by":null,"text":{"0":{"id":206075,"text":"Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":206076,"text":"To sue and be sued, complain and defend in its corporate name;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":206077,"text":"To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":206078,"text":"To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the Commonwealth;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":206079,"text":"To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":206080,"text":"To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":206081,"text":"To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":206082,"text":"To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other securities and obligations, which may be convertible into or include the option to purchase other securities or property of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":206083,"text":"To lend money, invest, and reinvest its funds, and receive and hold real and personal property as security for repayment;","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"A9"},"9":{"id":206084,"text":"To conduct its business, locate offices, and exercise the powers granted by this chapter in or outside of the Commonwealth;","type":"section","prefixes":["A","9"],"prefix":"9","entire_prefix":"A9","prefix_anchor":"A9","level":2,"prior_prefix":"A8","next_prefix":"A10"},"10":{"id":206085,"text":"To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;","type":"section","prefixes":["A","10"],"prefix":"10","entire_prefix":"A10","prefix_anchor":"A10","level":2,"prior_prefix":"A9","next_prefix":"A11"},"11":{"id":206086,"text":"To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, share purchase plans and benefit and incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation or any of its subsidiaries;","type":"section","prefixes":["A","11"],"prefix":"11","entire_prefix":"A11","prefix_anchor":"A11","level":2,"prior_prefix":"A10","next_prefix":"A12"},"12":{"id":206087,"text":"To make donations for the public welfare or for religious, charitable, scientific, literary or educational purposes, except that corporations subject to regulation as to rates by the Commission shall not have power to make donations in excess of five percent of net income computed before federal and state taxes on income and without taking into account any deduction for gifts;","type":"section","prefixes":["A","12"],"prefix":"12","entire_prefix":"A12","prefix_anchor":"A12","level":2,"prior_prefix":"A11","next_prefix":"A13"},"13":{"id":206088,"text":"Except as otherwise provided in subsection B, to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity;","type":"section","prefixes":["A","13"],"prefix":"13","entire_prefix":"A13","prefix_anchor":"A13","level":2,"prior_prefix":"A12","next_prefix":"A14"},"14":{"id":206089,"text":"To make payments or donations, or do any other act, not inconsistent with this section or any other applicable law, that furthers the business and affairs of the corporation;","type":"section","prefixes":["A","14"],"prefix":"14","entire_prefix":"A14","prefix_anchor":"A14","level":2,"prior_prefix":"A13","next_prefix":"A15"},"15":{"id":206090,"text":"To pay compensation, or to pay additional compensation, to any or all directors, officers and employees on account of services previously rendered to the corporation, whether or not an agreement to pay such compensation was made before such services were rendered;","type":"section","prefixes":["A","15"],"prefix":"15","entire_prefix":"A15","prefix_anchor":"A15","level":2,"prior_prefix":"A14","next_prefix":"A16"},"16":{"id":206091,"text":"To insure for its benefit the life of any of its directors, officers or employees, to insure the life of any shareholder for the purpose of acquiring at his death shares owned by such shareholder and to continue such insurance after the relationship terminates;","type":"section","prefixes":["A","16"],"prefix":"16","entire_prefix":"A16","prefix_anchor":"A16","level":2,"prior_prefix":"A15","next_prefix":"A17"},"17":{"id":206092,"text":"To cease its corporate activities and surrender its corporate franchise; and","type":"section","prefixes":["A","17"],"prefix":"17","entire_prefix":"A17","prefix_anchor":"A17","level":2,"prior_prefix":"A16","next_prefix":"A18"},"18":{"id":206093,"text":"To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.","type":"section","prefixes":["A","18"],"prefix":"18","entire_prefix":"A18","prefix_anchor":"A18","level":2,"prior_prefix":"A17","next_prefix":"B"},"19":{"id":206094,"text":"Each corporation other than a public service company, a banking corporation, an insurance corporation, a savings institution, or a credit union shall have power to enter into partnership agreements, joint ventures, or other associations of any kind with any person or persons. The foregoing limitations on public service companies, banking corporations, insurance corporations, savings institutions, and credit unions shall not apply to the purchase by any such entity of any security of a limited liability company. The term “public service company” as used in this subsection shall not apply to railroads, which shall have the power given other corporations generally by this subsection. The foregoing limitation on public service companies shall not apply to partnership agreements, joint ventures, or other associations where the purposes of such partnerships, joint ventures, or other associations are activities that the public service company could lawfully engage in without participation in a partnership, joint venture, or association and will require an equity investment by the public service company and debt with recourse to the public service company of an amount not more than one percent of its net equity as measured at the end of the most recent fiscal year so long as all such partnerships, joint ventures, and associations collectively will require an equity investment by the public service company and debt with recourse to the public service company of less than five percent of the net equity of the public service company as measured at the end of the most recent fiscal year. Upon application by the public service company, the Commission may approve any partnership agreements, joint ventures, or other associations that exceed the equity investment criteria set forth above. The foregoing limitation on public service companies shall not apply to partnership agreements, joint ventures, or other associations between telephone companies and telephone companies, whether in corporate or other form, or between telephone companies and commonly owned affiliates of telephone companies for the purpose of providing domestic cellular radio telecommunication service.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A18","next_prefix":"C"},"20":{"id":206095,"text":"Privileges and powers conferred and restrictions and requirements imposed by other titles of the Code on railroads or other public service companies, banking corporations, insurance corporations, savings and loan associations, credit unions, industrial loan associations, or other special types of corporations, shall not be deemed repealed or amended by any provision of this chapter except where specifically so provided.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"21":{"id":206096,"text":"Each corporation that is deemed a private foundation, as defined in § 509 of the Internal Revenue Code, unless its articles of incorporation expressly provide otherwise, shall distribute its income and, if necessary, principal, for each taxable year at such time and in such manner as not to subject such corporation to tax under § 4942 of the Internal Revenue Code. Such corporation shall not engage in any act of self-dealing, as defined in § 4941(d) of the Internal Revenue Code, retain any excess business holdings, as defined in § 4943(c) of the Internal Revenue Code, make any investments in such manner as to give rise to liability for the tax imposed by § 4944 of the Internal Revenue Code, or make any taxable expenditures, as defined in § 4945(d) of the Internal Revenue Code. This subsection shall apply to any corporation organized after December 31, 1969, under this chapter or under the Virginia Stock Corporation Act (§ 13.1-601 et seq.) enacted by Chapter 428 of the 1956 Acts of General Assembly; and to any corporation organized before January 1, 1970, only for its taxable years beginning on and after January 1, 1972, unless the exceptions provided in § 508(e)(2)(A) or (B) of the Internal Revenue Code shall apply or unless the board of directors of such corporation shall elect that such restrictions as contained in this subsection shall not apply by filing written notice of such election with the Attorney General and the clerk of the Commission on or before December 31, 1971. Each reference to a section of the Internal Revenue Code made in this subsection shall include future amendments to such Code sections and corresponding provisions of future internal revenue laws.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":14669,"edition_id":1,"name":"Purposes and Powers","identifier":"4","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:49:14","date_modified":"2026-06-26 03:49:14","permalink":{"id":150921,"object_type":"structure","relational_id":14669,"identifier":"4","token":"13.1\/9\/4","url":"\/13.1\/9\/4\/","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":70379,"structure_id":14669,"section_number":"13.1-626","catch_line":"Purposes","url":"\/13.1-626\/","token":"13.1\/9\/4\/13.1-626","metadata":false},{"id":56269,"structure_id":14669,"section_number":"13.1-627","catch_line":"General powers","url":"\/13.1-627\/","token":"13.1\/9\/4\/13.1-627","metadata":false},{"id":62706,"structure_id":14669,"section_number":"13.1-628","catch_line":"Emergency powers","url":"\/13.1-628\/","token":"13.1\/9\/4\/13.1-628","metadata":false},{"id":66956,"structure_id":14669,"section_number":"13.1-629","catch_line":"Lack of power to act","url":"\/13.1-629\/","token":"13.1\/9\/4\/13.1-629","metadata":false}],"previous_section":{"id":70379,"structure_id":14669,"section_number":"13.1-626","catch_line":"Purposes","url":"\/13.1-626\/","token":"13.1\/9\/4\/13.1-626","metadata":false},"next_section":{"id":62706,"structure_id":14669,"section_number":"13.1-628","catch_line":"Emergency powers","url":"\/13.1-628\/","token":"13.1\/9\/4\/13.1-628","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-627\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 11 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 1975, chapter 500; in 1977, chapter 508; in 1983, chapter 534; in 1984, chapter 406; in 1985, chapter 522; in 1993, chapters 61, 143, and 419; in 1994, chapter 452<\/a>; in 1996, chapters 16<\/a> and 257<\/a>; in 2005, chapter 765<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":78317,"section_number":"38.2-1436","catch_line":"Mortgage participations","order_by":null,"url":"\/38.2-1436\/"}],"refers_to":[{"id":62759,"section_number":"13.1-601","catch_line":"Short title","order_by":null,"url":"\/13.1-601\/"}],"permalink":{"id":150927,"object_type":"law","relational_id":56269,"identifier":"13.1-627","token":"13.1\/9\/4\/13.1-627","url":"\/13.1-627\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-627\/","token":"13.1\/9\/4\/13.1-627","dublin_core":{"Title":"General powers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-627","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless its articles of incorporation<\/span> provide otherwise, every corporation<\/span> has perpetual duration and succession in its corporate name and has the same powers as an individual<\/span> to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To sue and be sued, complain and defend in its corporate name; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> To make and amend<\/span> bylaws, not inconsistent with its articles of incorporation<\/span> or with the laws<\/span> of the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable<\/span> interest<\/span> in property, wherever located; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares<\/span> or other interests<\/span> in, or obligations of, any other entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> To make contracts<\/span> and guarantees, incur liabilities, borrow money, issue<\/span> its notes, bonds<\/span>, and other securities and obligations, which may be convertible into or include the option to purchase other securities or property of the corporation<\/span>, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> To lend money, invest, and reinvest its funds, and receive and hold real and personal property as security for repayment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> To conduct its business, locate offices, and exercise the powers granted by this chapter in or outside of the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> To elect directors and appoint officers, employees, and agents of the corporation<\/span>, define their duties, fix their compensation, and lend them money and credit; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, share purchase plans and benefit and incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation<\/span> or any of its subsidiaries; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> To make donations for the public welfare or for religious, charitable, scientific, literary or educational purposes, except that corporations<\/span> subject to regulation as to rates by the Commission<\/span> shall not have power to make donations in excess of five percent of net income computed before federal and state<\/span> taxes on income and without taking into account any deduction for gifts; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

13.<\/span> Except as otherwise provided in subsection B, to be a promoter, partner, member, associate, or manager of any partnership, joint venture, trust, or other entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

14.<\/span> To make payments or donations, or do any other act, not inconsistent with this section or any other applicable law<\/span>, that furthers the business and affairs of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

15.<\/span> To pay compensation, or to pay additional compensation, to any or all directors, officers and employees on account of services previously rendered to the corporation<\/span>, whether or not an agreement to pay such compensation was made before such services were rendered; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

16.<\/span> To insure for its benefit the life of any of its directors, officers or employees, to insure the life of any shareholder<\/span> for the purpose of acquiring at his death shares<\/span> owned by such shareholder<\/span> and to continue such insurance after the relationship terminates; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

17.<\/span> To cease its corporate activities and surrender its corporate franchise; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

18.<\/span> To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation<\/span> is organized. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Each corporation<\/span> other than a public service company, a banking corporation<\/span>, an insurance corporation<\/span>, a savings institution, or a credit union shall have power to enter into partnership agreements, joint ventures, or other associations of any kind with any person<\/span> or persons<\/span>. The foregoing limitations on public service companies, banking corporations<\/span>, insurance corporations<\/span>, savings institutions, and credit unions shall not apply to the purchase by any such entity<\/span> of any security of a limited liability company. The term “public service company” as used in this subsection shall not apply to railroads, which shall have the power given other corporations<\/span> generally by this subsection. The foregoing limitation on public service companies shall not apply to partnership agreements, joint ventures, or other associations where the purposes of such partnerships, joint ventures, or other associations are activities that the public service company could lawfully engage in without participation in a partnership, joint venture, or association and will require an equity<\/span> investment by the public service company and debt with recourse to the public service company of an amount not more than one percent of its net equity<\/span> as measured at the end of the most recent fiscal year so long as all such partnerships, joint ventures, and associations collectively will require an equity<\/span> investment by the public service company and debt with recourse to the public service company of less than five percent of the net equity<\/span> of the public service company as measured at the end of the most recent fiscal year. Upon application by the public service company, the Commission<\/span> may approve any partnership agreements, joint ventures, or other associations that exceed the equity<\/span> investment criteria set forth above. The foregoing limitation on public service companies shall not apply to partnership agreements, joint ventures, or other associations between telephone companies and telephone companies, whether in corporate or other form, or between telephone companies and commonly owned affiliates of telephone companies for the purpose of providing domestic<\/span> cellular radio telecommunication service. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Privileges<\/span> and powers conferred and restrictions and requirements imposed by other titles of the Code on railroads or other public service companies, banking corporations<\/span>, insurance corporations<\/span>, savings and loan associations, credit unions, industrial loan associations, or other special types of corporations<\/span>, shall not be deemed repealed or amended by any provision of this chapter except where specifically so provided. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Each corporation<\/span> that is deemed a private foundation, as defined in § 509 of the Internal Revenue Code, unless its articles of incorporation<\/span> expressly provide otherwise, shall distribute its income and, if necessary, principal, for each taxable year at such time and in such manner as not to subject such corporation<\/span> to tax under § 4942 of the Internal Revenue Code. Such corporation<\/span> shall not engage in any act of self-dealing, as defined in § 4941(d) of the Internal Revenue Code, retain any excess business holdings, as defined in § 4943(c) of the Internal Revenue Code, make any investments in such manner as to give rise to liability for the tax imposed by § 4944 of the Internal Revenue Code, or make any taxable expenditures, as defined in § 4945(d) of the Internal Revenue Code. This subsection shall apply to any corporation<\/span> organized after December 31, 1969, under this chapter or under the Virginia Stock Corporation<\/span> Act (§ 13.1-601<\/a> et seq.) enacted by Chapter 428 of the 1956 Acts of General Assembly; and to any corporation<\/span> organized before January 1, 1970, only for its taxable years beginning on and after January 1, 1972, unless the exceptions provided in § 508(e)(2)(A) or (B) of the Internal Revenue Code shall apply or unless the board of directors of such corporation<\/span> shall elect that such restrictions as contained in this subsection shall not apply by filing written<\/span> notice of such election with the Attorney General<\/span> and the clerk of the Commission<\/span> on or before December 31, 1971. Each reference to a section of the Internal Revenue Code made in this subsection shall include future amendments to such Code sections and corresponding provisions of future internal revenue laws<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nGENERAL POWERS (\u00a7 13.1-627)\n\nA. Unless its articles of incorporation provide otherwise, every corporation has\nperpetual duration and succession in its corporate name and has the same powers\nas an individual to do all things necessary or convenient to carry out its\nbusiness and affairs, including, without limitation, power:\n\n 1. To sue and be sued, complain and defend in its corporate name;\n\n 2. To have a corporate seal, which may be altered at will, and to use it, or a\n facsimile of it, by impressing or affixing it or in any other manner\n reproducing it;\n\n 3. To make and amend bylaws, not inconsistent with its articles of\n incorporation or with the laws of the Commonwealth;\n\n 4. To purchase, receive, lease, or otherwise acquire, and own, hold, improve,\n use and otherwise deal with, real or personal property, or any legal or\n equitable interest in property, wherever located;\n\n 5. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose\n of all or any part of its property;\n\n 6. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote,\n use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and\n with shares or other interests in, or obligations of, any other entity;\n\n 7. To make contracts and guarantees, incur liabilities, borrow money, issue\n its notes, bonds, and other securities and obligations, which may be\n convertible into or include the option to purchase other securities or\n property of the corporation, and secure any of its obligations by mortgage or\n pledge of any of its property, franchises, or income;\n\n 8. To lend money, invest, and reinvest its funds, and receive and hold real\n and personal property as security for repayment;\n\n 9. To conduct its business, locate offices, and exercise the powers granted by\n this chapter in or outside of the Commonwealth;\n\n 10. To elect directors and appoint officers, employees, and agents of the\n corporation, define their duties, fix their compensation, and lend them money\n and credit;\n\n 11. To pay pensions and establish pension plans, pension trusts, profit\n sharing plans, share bonus plans, share option plans, share purchase plans and\n benefit and incentive plans for any or all of the current or former directors,\n officers, employees, and agents of the corporation or any of its subsidiaries;\n\n 12. To make donations for the public welfare or for religious, charitable,\n scientific, literary or educational purposes, except that corporations subject\n to regulation as to rates by the Commission shall not have power to make\n donations in excess of five percent of net income computed before federal and\n state taxes on income and without taking into account any deduction for gifts;\n\n 13. Except as otherwise provided in subsection B, to be a promoter, partner,\n member, associate, or manager of any partnership, joint venture, trust, or\n other entity;\n\n 14. To make payments or donations, or do any other act, not inconsistent with\n this section or any other applicable law, that furthers the business and\n affairs of the corporation;\n\n 15. To pay compensation, or to pay additional compensation, to any or all\n directors, officers and employees on account of services previously rendered\n to the corporation, whether or not an agreement to pay such compensation was\n made before such services were rendered;\n\n 16. To insure for its benefit the life of any of its directors, officers or\n employees, to insure the life of any shareholder for the purpose of acquiring\n at his death shares owned by such shareholder and to continue such insurance\n after the relationship terminates;\n\n 17. To cease its corporate activities and surrender its corporate franchise;\n and\n\n 18. To have and exercise all powers necessary or convenient to effect any or\n all of the purposes for which the corporation is organized.\n\nB. Each corporation other than a public service company, a banking corporation,\nan insurance corporation, a savings institution, or a credit union shall have\npower to enter into partnership agreements, joint ventures, or other\nassociations of any kind with any person or persons. The foregoing limitations\non public service companies, banking corporations, insurance corporations,\nsavings institutions, and credit unions shall not apply to the purchase by any\nsuch entity of any security of a limited liability company. The term\n“public service company” as used in this subsection shall not apply\nto railroads, which shall have the power given other corporations generally by\nthis subsection. The foregoing limitation on public service companies shall not\napply to partnership agreements, joint ventures, or other associations where the\npurposes of such partnerships, joint ventures, or other associations are\nactivities that the public service company could lawfully engage in without\nparticipation in a partnership, joint venture, or association and will require\nan equity investment by the public service company and debt with recourse to the\npublic service company of an amount not more than one percent of its net equity\nas measured at the end of the most recent fiscal year so long as all such\npartnerships, joint ventures, and associations collectively will require an\nequity investment by the public service company and debt with recourse to the\npublic service company of less than five percent of the net equity of the public\nservice company as measured at the end of the most recent fiscal year. Upon\napplication by the public service company, the Commission may approve any\npartnership agreements, joint ventures, or other associations that exceed the\nequity investment criteria set forth above. The foregoing limitation on public\nservice companies shall not apply to partnership agreements, joint ventures, or\nother associations between telephone companies and telephone companies, whether\nin corporate or other form, or between telephone companies and commonly owned\naffiliates of telephone companies for the purpose of providing domestic cellular\nradio telecommunication service.\n\nC. Privileges and powers conferred and restrictions and requirements imposed by\nother titles of the Code on railroads or other public service companies, banking\ncorporations, insurance corporations, savings and loan associations, credit\nunions, industrial loan associations, or other special types of corporations,\nshall not be deemed repealed or amended by any provision of this chapter except\nwhere specifically so provided.\n\nD. Each corporation that is deemed a private foundation, as defined in §\n509 of the Internal Revenue Code, unless its articles of incorporation expressly\nprovide otherwise, shall distribute its income and, if necessary, principal, for\neach taxable year at such time and in such manner as not to subject such\ncorporation to tax under § 4942 of the Internal Revenue Code. Such\ncorporation shall not engage in any act of self-dealing, as defined in §\n4941(d) of the Internal Revenue Code, retain any excess business holdings, as\ndefined in § 4943(c) of the Internal Revenue Code, make any investments in\nsuch manner as to give rise to liability for the tax imposed by § 4944 of\nthe Internal Revenue Code, or make any taxable expenditures, as defined in\n§ 4945(d) of the Internal Revenue Code. This subsection shall apply to any\ncorporation organized after December 31, 1969, under this chapter or under the\nVirginia Stock Corporation Act (§ 13.1-601 et seq.) enacted by Chapter 428\nof the 1956 Acts of General Assembly; and to any corporation organized before\nJanuary 1, 1970, only for its taxable years beginning on and after January 1,\n1972, unless the exceptions provided in § 508(e)(2)(A) or (B) of the\nInternal Revenue Code shall apply or unless the board of directors of such\ncorporation shall elect that such restrictions as contained in this subsection\nshall not apply by filing written notice of such election with the Attorney\nGeneral and the clerk of the Commission on or before December 31, 1971. Each\nreference to a section of the Internal Revenue Code made in this subsection\nshall include future amendments to such Code sections and corresponding\nprovisions of future internal revenue laws.\n\nHISTORY: Code 1950, \u00a7 13.1-2.1; 1975, c. 500; 1977, c. 508; 1983, c. 534; 1984,\nc. 406; 1985, c. 522; 1993, cc. 61, 143, 419; 1994, c. 452; 1996, cc. 16, 257;\n2005, c. 765; 2015, c. 611; 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}}