{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-695.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-695.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-695.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-695.html"}],"law_id":61022,"edition_id":1,"section_id":61022,"structure_id":14362,"section_number":"13.1-695","catch_line":"Resignation and removal of officers","history":"Code 1950, \u00a7 13.1-46; 1956, c. 428; 1985, c. 522; 1990, c. 282; 1991, cc. 124, 146; 2005, c. 765; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nAn officer may resign at any time by delivering a written notice to the board of directors, its chairman, the appointing officer, if any, or the corporation’s secretary. A resignation is effective as provided in subdivision A 9 of § 13.1-610 unless the notice provides for a delayed effectiveness. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer, if any, accepts the delay, the board of directors or the appointing officer, if any, may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs.B\n\nAn officer may be removed at any time with or without cause by (i) the board of directors; (ii) the appointing officer, if any, unless the bylaws or the board of directors provides otherwise; or (iii) any other officer, if authorized by the bylaws or the board of directors. An officer’s removal does not affect such officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.C\n\nAny person who has resigned as an officer of a corporation, or whose name is of record in the office of the clerk of the Commission as an officer of a corporation, may file a statement to that effect with the Commission.D\n\nUpon the resignation or removal of an officer, the corporation may file an amended annual report with the Commission indicating the resignation or removal of the officer and the successor in office, if any.E\n\nAs used in this section “appointing officer” means the officer, including any successor to that officer, who, in accordance with subsection B of § 13.1-693, appointed the officer who is resigning or being removed.","order_by":null,"text":{"0":{"id":223077,"text":"An officer may resign at any time by delivering a written notice to the board of directors, its chairman, the appointing officer, if any, or the corporation’s secretary. A resignation is effective as provided in subdivision A 9 of § 13.1-610 unless the notice provides for a delayed effectiveness. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer, if any, accepts the delay, the board of directors or the appointing officer, if any, may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":223078,"text":"An officer may be removed at any time with or without cause by (i) the board of directors; (ii) the appointing officer, if any, unless the bylaws or the board of directors provides otherwise; or (iii) any other officer, if authorized by the bylaws or the board of directors. An officer’s removal does not affect such officer’s contract rights, if any, with the corporation. An officer’s resignation does not affect the corporation’s contract rights, if any, with the officer.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":223079,"text":"Any person who has resigned as an officer of a corporation, or whose name is of record in the office of the clerk of the Commission as an officer of a corporation, 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":223080,"text":"Upon the resignation or removal of an officer, the corporation may file an amended annual report with the Commission indicating the resignation or removal of the officer and the successor in office, if any.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":223081,"text":"As used in this section “appointing officer” means the officer, including any successor to that officer, who, in accordance with subsection B of § 13.1-693, appointed the officer who is resigning or being removed.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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 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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 directors","url":"\/13.1-688\/","token":"13.1\/9\/9\/13.1-688","metadata":false},{"id":80537,"structure_id":14362,"section_number":"13.1-689","catch_line":"Committees","url":"\/13.1-689\/","token":"13.1\/9\/9\/13.1-689","metadata":false},{"id":72306,"structure_id":14362,"section_number":"13.1-690","catch_line":"General standards of conduct for director","url":"\/13.1-690\/","token":"13.1\/9\/9\/13.1-690","metadata":false},{"id":66497,"structure_id":14362,"section_number":"13.1-690.1","catch_line":"Director of open-end management investment company deemed disinterested","url":"\/13.1-690.1\/","token":"13.1\/9\/9\/13.1-690.1","metadata":false},{"id":56699,"structure_id":14362,"section_number":"13.1-691","catch_line":"Director conflict of 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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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-695\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 7 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 1990, chapter 282; in 1991, chapters 124 and 146; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":[{"id":82388,"section_number":"13.1-610","catch_line":"Notices and other communications","order_by":null,"url":"\/13.1-610\/"},{"id":75621,"section_number":"13.1-693","catch_line":"Required officers","order_by":null,"url":"\/13.1-693\/"}],"permalink":{"id":151275,"object_type":"law","relational_id":61022,"identifier":"13.1-695","token":"13.1\/9\/9\/13.1-695","url":"\/13.1-695\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-695\/","token":"13.1\/9\/9\/13.1-695","dublin_core":{"Title":"Resignation and removal of officers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-695","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> An officer may resign at any time by delivering a written<\/span> notice to the board of directors, its chairman, the appointing officer<\/span>, if any, or the corporation<\/span>’s secretary<\/span>. A resignation is effective as provided in subdivision A 9 of § 13.1-610<\/a> unless the notice provides for a delayed effectiveness. If effectiveness of a resignation is stated to be delayed and the board of directors or the appointing officer<\/span>, if any, accepts the delay, the board of directors or the appointing officer<\/span>, if any, may fill the pending vacancy before the delayed effectiveness but the new officer may not take office until the vacancy occurs. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> An officer may be removed at any time with or without cause by (i) the board of directors; (ii) the appointing officer<\/span>, if any, unless the bylaws or the board of directors provides otherwise; or (iii) any other officer, if authorized by the bylaws or the board of directors. An officer’s removal does not affect such officer’s contract<\/span> rights, if any, with the corporation<\/span>. An officer’s resignation does not affect the corporation<\/span>’s contract<\/span> rights, if any, with the officer. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Any person<\/span> who has resigned as an officer of a corporation<\/span>, or whose name is of record in the office of the clerk of the Commission<\/span> as an officer of a corporation<\/span>, 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 or removal of an officer, the corporation<\/span> may file an amended annual report with the Commission<\/span> indicating the resignation or removal of the officer and the successor in office, if any. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> As used in this section “appointing officer<\/span>” means the officer, including any successor to that officer, who, in accordance with subsection B of § 13.1-693<\/a>, appointed the officer who is resigning or being removed. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRESIGNATION AND REMOVAL OF OFFICERS (\u00a7 13.1-695)\n\nA. An officer may resign at any time by delivering a written notice to the board\nof directors, its chairman, the appointing officer, if any, or the\ncorporation’s secretary. A resignation is effective as provided in\nsubdivision A 9 of § 13.1-610 unless the notice provides for a delayed\neffectiveness. If effectiveness of a resignation is stated to be delayed and the\nboard of directors or the appointing officer, if any, accepts the delay, the\nboard of directors or the appointing officer, if any, may fill the pending\nvacancy before the delayed effectiveness but the new officer may not take office\nuntil the vacancy occurs.\n\nB. An officer may be removed at any time with or without cause by (i) the board\nof directors; (ii) the appointing officer, if any, unless the bylaws or the\nboard of directors provides otherwise; or (iii) any other officer, if authorized\nby the bylaws or the board of directors. An officer’s removal does not\naffect such officer’s contract rights, if any, with the corporation. An\nofficer’s resignation does not affect the corporation’s contract\nrights, if any, with the officer.\n\nC. Any person who has resigned as an officer of a corporation, or whose name is\nof record in the office of the clerk of the Commission as an officer of a\ncorporation, may file a statement to that effect with the Commission.\n\nD. Upon the resignation or removal of an officer, the corporation may file an\namended annual report with the Commission indicating the resignation or removal\nof the officer and the successor in office, if any.\n\nE. As used in this section “appointing officer” means the officer,\nincluding any successor to that officer, who, in accordance with subsection B of\n§ 13.1-693, appointed the officer who is resigning or being removed.\n\nHISTORY: Code 1950, \u00a7 13.1-46; 1956, c. 428; 1985, c. 522; 1990, c. 282; 1991,\ncc. 124, 146; 2005, c. 765; 2019, c. 734; 2020, 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}}