{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-629.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-629.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-629.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-629.html"}],"law_id":66956,"edition_id":1,"section_id":66956,"structure_id":14669,"section_number":"13.1-629","catch_line":"Lack of power to act","history":"Code 1950, \u00a7 13.1-5; 1956, c. 428; 1985, c. 522; 2019, c. 734.","full_text":"A\n\nExcept as provided in subsection B, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.B\n\nA corporation’s power to act may be challenged:1\n\nIn a proceeding by a shareholder against the corporation to enjoin the act;2\n\nIn a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or3\n\nIn a proceeding against the corporation before the Commission.C\n\nIn a shareholder’s proceeding under subdivision 1 of subsection B to enjoin an unauthorized corporate act, if equitable and if all affected persons are parties to the proceeding, the court may enjoin or set aside the act and may award damages for loss, except anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.","order_by":null,"text":{"0":{"id":242739,"text":"Except as provided in subsection B, the validity of corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":242740,"text":"A corporation’s power to act may be challenged:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":242741,"text":"In a proceeding by a shareholder against the corporation to enjoin the act;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":242742,"text":"In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation; or","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":242743,"text":"In a proceeding against the corporation before the Commission.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":242744,"text":"In a shareholder’s proceeding under subdivision 1 of subsection B to enjoin an unauthorized corporate act, if equitable and if all affected persons are parties to the proceeding, the court may enjoin or set aside the act and may award damages for loss, except anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3"}},"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":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\/13.1-629\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 3 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 1985, chapter 522; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":74233,"section_number":"13.1-995","catch_line":"Members to have rights of shareholders","order_by":null,"url":"\/13.1-995\/"}],"refers_to":false,"permalink":{"id":150935,"object_type":"law","relational_id":66956,"identifier":"13.1-629","token":"13.1\/9\/4\/13.1-629","url":"\/13.1-629\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-629\/","token":"13.1\/9\/4\/13.1-629","dublin_core":{"Title":"Lack of power to act","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-629","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Except as provided in subsection B, the validity of corporate action may not be challenged on the ground that the corporation<\/span> lacks or lacked power to act. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A corporation<\/span>’s power to act may be challenged: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> In a proceeding<\/span> by a shareholder<\/span> against the corporation<\/span> to enjoin the act; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> In a proceeding<\/span> by the corporation<\/span>, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former director, officer, employee, or agent of the corporation<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> In a proceeding<\/span> against the corporation<\/span> before the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In a shareholder<\/span>’s proceeding<\/span> under subdivision 1 of subsection B to enjoin an unauthorized corporate act, if equitable<\/span> and if all affected persons<\/span> are parties to the proceeding<\/span>, the court<\/span> may enjoin or set aside the act and may award damages<\/span> for loss, except anticipated profits, suffered by the corporation<\/span> or another party<\/span> because of enjoining the unauthorized act. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLACK OF POWER TO ACT (\u00a7 13.1-629)\n\nA. Except as provided in subsection B, the validity of corporate action may not\nbe challenged on the ground that the corporation lacks or lacked power to act.\n\nB. A corporation’s power to act may be challenged:\n\n 1. In a proceeding by a shareholder against the corporation to enjoin the act;\n\n 2. In a proceeding by the corporation, directly, derivatively, or through a\n receiver, trustee, or other legal representative, against an incumbent or\n former director, officer, employee, or agent of the corporation; or\n\n 3. In a proceeding against the corporation before the Commission.\n\nC. In a shareholder’s proceeding under subdivision 1 of subsection B to\nenjoin an unauthorized corporate act, if equitable and if all affected persons\nare parties to the proceeding, the court may enjoin or set aside the act and may\naward damages for loss, except anticipated profits, suffered by the corporation\nor another party because of enjoining the unauthorized act.\n\nHISTORY: Code 1950, \u00a7 13.1-5; 1956, c. 428; 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}}