{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-679.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-679.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-679.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-679.html"}],"law_id":57845,"edition_id":1,"section_id":57845,"structure_id":14362,"section_number":"13.1-679","catch_line":"Resignation of directors","history":"1985, c. 522; 1991, c. 124; 2005, c. 765; 2007, c. 165; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nA director may resign at any time by delivering a written notice of resignation to the board of directors or its chairman, or to the secretary of the corporation.B\n\nA resignation is effective as provided in subdivision A 9 of § 13.1-610 unless the resignation provides for a delayed effectiveness including effectiveness determined upon a future event or events. If a resignation provides for a delayed effectiveness, the board of directors may fill the pending vacancy before the effectiveness of the resignation if the board of directors provides that the successor does not take office until the effectiveness of the resignation. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.C\n\nAny person whose name is of record in the office of the clerk of the Commission as a director of a corporation, and who has resigned or whose name is incorrectly of record, may file a statement to that effect with the Commission.D\n\nUpon the resignation of a director, the corporation may file an amended annual report with the Commission indicating the resignation of the director and the successor in office, if any.","order_by":null,"text":{"0":{"id":211788,"text":"A director may resign at any time by delivering a written notice of resignation to the board of directors or its chairman, or to the secretary of the corporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":211789,"text":"A resignation is effective as provided in subdivision A 9 of § 13.1-610 unless the resignation provides for a delayed effectiveness including effectiveness determined upon a future event or events. If a resignation provides for a delayed effectiveness, the board of directors may fill the pending vacancy before the effectiveness of the resignation if the board of directors provides that the successor does not take office until the effectiveness of the resignation. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":211790,"text":"Any person whose name is of record in the office of the clerk of the Commission as a director of a corporation, and who has resigned or whose name is incorrectly of record, may file a statement to that effect with the Commission.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":211791,"text":"Upon the resignation of a director, the corporation may file an amended annual report with the Commission indicating the resignation of the director and the successor in office, if any.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":14362,"edition_id":1,"name":"Directors and Officers","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:47:53","date_modified":"2026-06-26 03:47:53","permalink":{"id":151169,"object_type":"structure","relational_id":14362,"identifier":"9","token":"13.1\/9\/9","url":"\/13.1\/9\/9\/","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":79378,"structure_id":14362,"section_number":"13.1-673","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-673\/","token":"13.1\/9\/9\/13.1-673","metadata":false},{"id":72148,"structure_id":14362,"section_number":"13.1-674","catch_line":"Qualifications for directors or for nominees for director","url":"\/13.1-674\/","token":"13.1\/9\/9\/13.1-674","metadata":false},{"id":55684,"structure_id":14362,"section_number":"13.1-675","catch_line":"Number and election of directors","url":"\/13.1-675\/","token":"13.1\/9\/9\/13.1-675","metadata":false},{"id":86056,"structure_id":14362,"section_number":"13.1-676","catch_line":"Election of directors by certain classes or series of shares","url":"\/13.1-676\/","token":"13.1\/9\/9\/13.1-676","metadata":false},{"id":81166,"structure_id":14362,"section_number":"13.1-677","catch_line":"Terms of directors generally","url":"\/13.1-677\/","token":"13.1\/9\/9\/13.1-677","metadata":false},{"id":71464,"structure_id":14362,"section_number":"13.1-678","catch_line":"Staggered terms for directors","url":"\/13.1-678\/","token":"13.1\/9\/9\/13.1-678","metadata":false},{"id":57845,"structure_id":14362,"section_number":"13.1-679","catch_line":"Resignation of directors","url":"\/13.1-679\/","token":"13.1\/9\/9\/13.1-679","metadata":false},{"id":63645,"structure_id":14362,"section_number":"13.1-680","catch_line":"Removal of directors by shareholders","url":"\/13.1-680\/","token":"13.1\/9\/9\/13.1-680","metadata":false},{"id":85998,"structure_id":14362,"section_number":"13.1-681","catch_line":"Repealed","url":"\/13.1-681\/","token":"13.1\/9\/9\/13.1-681","metadata":false},{"id":69281,"structure_id":14362,"section_number":"13.1-681.1","catch_line":"Removal of directors by judicial proceeding","url":"\/13.1-681.1\/","token":"13.1\/9\/9\/13.1-681.1","metadata":false},{"id":74760,"structure_id":14362,"section_number":"13.1-682","catch_line":"Vacancy on board of directors","url":"\/13.1-682\/","token":"13.1\/9\/9\/13.1-682","metadata":false},{"id":56181,"structure_id":14362,"section_number":"13.1-683","catch_line":"Compensation of directors","url":"\/13.1-683\/","token":"13.1\/9\/9\/13.1-683","metadata":false},{"id":71263,"structure_id":14362,"section_number":"13.1-684","catch_line":"Meetings of the board of directors","url":"\/13.1-684\/","token":"13.1\/9\/9\/13.1-684","metadata":false},{"id":56953,"structure_id":14362,"section_number":"13.1-685","catch_line":"Action without meeting of board of directors","url":"\/13.1-685\/","token":"13.1\/9\/9\/13.1-685","metadata":false},{"id":85755,"structure_id":14362,"section_number":"13.1-686","catch_line":"Notice of board of directors' meetings","url":"\/13.1-686\/","token":"13.1\/9\/9\/13.1-686","metadata":false},{"id":76686,"structure_id":14362,"section_number":"13.1-687","catch_line":"Waiver of notice by director","url":"\/13.1-687\/","token":"13.1\/9\/9\/13.1-687","metadata":false},{"id":57551,"structure_id":14362,"section_number":"13.1-688","catch_line":"Quorum and voting by 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opportunities","url":"\/13.1-691.1\/","token":"13.1\/9\/9\/13.1-691.1","metadata":false},{"id":73395,"structure_id":14362,"section_number":"13.1-692","catch_line":"Liability for unlawful distributions","url":"\/13.1-692\/","token":"13.1\/9\/9\/13.1-692","metadata":false},{"id":72604,"structure_id":14362,"section_number":"13.1-692.1","catch_line":"Limitation on liability of officers and directors; exception","url":"\/13.1-692.1\/","token":"13.1\/9\/9\/13.1-692.1","metadata":false},{"id":75621,"structure_id":14362,"section_number":"13.1-693","catch_line":"Required officers","url":"\/13.1-693\/","token":"13.1\/9\/9\/13.1-693","metadata":false},{"id":85692,"structure_id":14362,"section_number":"13.1-694","catch_line":"Duties of officers","url":"\/13.1-694\/","token":"13.1\/9\/9\/13.1-694","metadata":false},{"id":61022,"structure_id":14362,"section_number":"13.1-695","catch_line":"Resignation and removal of officers","url":"\/13.1-695\/","token":"13.1\/9\/9\/13.1-695","metadata":false}],"previous_section":{"id":71464,"structure_id":14362,"section_number":"13.1-678","catch_line":"Staggered terms for directors","url":"\/13.1-678\/","token":"13.1\/9\/9\/13.1-678","metadata":false},"next_section":{"id":63645,"structure_id":14362,"section_number":"13.1-680","catch_line":"Removal of directors by shareholders","url":"\/13.1-680\/","token":"13.1\/9\/9\/13.1-680","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-679\/","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. It has been modified 5 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 1991, chapter 124; in 2005, chapter 765<\/a>; in 2007, chapter 165<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":[{"id":74760,"section_number":"13.1-682","catch_line":"Vacancy on board of directors","order_by":null,"url":"\/13.1-682\/"}],"refers_to":[{"id":82388,"section_number":"13.1-610","catch_line":"Notices and other communications","order_by":null,"url":"\/13.1-610\/"}],"permalink":{"id":151195,"object_type":"law","relational_id":57845,"identifier":"13.1-679","token":"13.1\/9\/9\/13.1-679","url":"\/13.1-679\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-679\/","token":"13.1\/9\/9\/13.1-679","dublin_core":{"Title":"Resignation of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-679","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A director may resign at any time by delivering a written<\/span> notice of resignation to the board of directors or its chairman, or to the secretary<\/span> of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A resignation is effective as provided in subdivision A 9 of § 13.1-610<\/a> unless the resignation provides for a delayed effectiveness including effectiveness determined upon a future event or events. If a resignation provides for a delayed effectiveness, the board of directors may fill the pending vacancy before the effectiveness of the resignation if the board of directors provides that the successor does not take office until the effectiveness of the resignation. A resignation that is conditioned upon failing to receive a specified vote for election as a director may provide that it is irrevocable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Any person<\/span> whose name is of record in the office of the clerk of the Commission<\/span> as a director of a corporation<\/span>, and who has resigned or whose name is incorrectly of record, may file a statement to that effect with the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Upon the resignation of a director, the corporation<\/span> may file an amended annual report with the Commission<\/span> indicating the resignation of the director and the successor in office, if any. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRESIGNATION OF DIRECTORS (\u00a7 13.1-679)\n\nA. A director may resign at any time by delivering a written notice of\nresignation to the board of directors or its chairman, or to the secretary of\nthe corporation.\n\nB. A resignation is effective as provided in subdivision A 9 of § 13.1-610\nunless the resignation provides for a delayed effectiveness including\neffectiveness determined upon a future event or events. If a resignation\nprovides for a delayed effectiveness, the board of directors may fill the\npending vacancy before the effectiveness of the resignation if the board of\ndirectors provides that the successor does not take office until the\neffectiveness of the resignation. A resignation that is conditioned upon failing\nto receive a specified vote for election as a director may provide that it is\nirrevocable.\n\nC. Any person whose name is of record in the office of the clerk of the\nCommission as a director of a corporation, and who has resigned or whose name is\nincorrectly of record, may file a statement to that effect with the Commission.\n\nD. Upon the resignation of a director, the corporation may file an amended\nannual report with the Commission indicating the resignation of the director and\nthe successor in office, if any.\n\nHISTORY: 1985, c. 522; 1991, c. 124; 2005, c. 765; 2007, c. 165; 2019, c. 734;\n2020, c. 1226.","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}}