{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-803.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-803.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-803.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-803.html"}],"law_id":65210,"edition_id":1,"section_id":65210,"structure_id":13083,"section_number":"13.1-803","catch_line":"Definitions","history":"Code 1950, \u00a7 13.1-202; 1956, c. 428; 1985, c. 522; 1997, c. 801; 2002, c. 285; 2007, c. 925; 2010, c. 171; 2012, c. 706; 2021, Sp. Sess. I, c. 487; 2022, c. 82.","full_text":"As used in this chapter, unless the context requires a different meaning:\n\t\t“Articles of incorporation” means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of merger, consolidation, or correction. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation without the accompanying articles of restatement, amendment, domestication, or merger. When used with respect to a foreign corporation, the “articles of incorporation” of such entity means the document that is equivalent to the articles of incorporation of a domestic corporation.\n\t\t“Board of directors” means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and “director” means a member of the board of directors.\n\t\t“Certificate,” when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.\n\t\t“Commission” means the State Corporation Commission of Virginia.\n\t\t“Conspicuous” means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text that is italicized, is in boldface, contrasting colors, or capitals, or is underlined is conspicuous.\n\t\t“Corporation” or “domestic corporation” means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11.1 (\u00a7 13.1-898.1:1 et seq.).\n\t\t“Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with \u00a7 13.1-810, by electronic transmission.\n\t\t“Disinterested director” means a director who, at the time action is to be taken under \u00a7 13.1-871, 13.1-878, or 13.1-880, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to affect adversely the objectivity of the director when participating in the action, and if the action is to be taken under \u00a7 13.1-878 or 13.1-880, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (a) nomination or election of the director to the current board by any person, acting alone or participating with others, who is so interested in the matter or (b) service as a director of another corporation of which an interested person is also a director.\n\t\t“Document” means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record.\n\t\t“Domestic,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.\n\t\t“Domestic business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Domestic limited liability company” has the same meaning as specified in \u00a7 13.1-1002.\n\t\t“Domestic limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Domestic partnership” means an association of two or more persons to carry on as co-owners of a business for profit formed under \u00a7 50-73.88 or predecessor law of the Commonwealth and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.\n\t\t“Domestic stock corporation” has the same meaning as “domestic corporation” as specified in \u00a7 13.1-603.\n\t\t“Effective date,” when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission, means the time and date determined in accordance with \u00a7 13.1-806.\n\t\t“Effective date of notice” is defined in \u00a7 13.1-810.\n\t\t“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.\n\t\t“Electronic record” means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of \u00a7 13.1-810.\n\t\t“Electronic transmission” or “electronically transmitted” means any form or process of communication, not directly involving the physical transfer of paper or other tangible medium, that (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of \u00a7 13.1-810.\n\t\t“Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign stock corporation.\n\t\t“Eligible interests” means interests or shares.\n\t\t“Employee” includes, unless otherwise provided in the bylaws, an officer but not a director. A director may accept duties that make the director also an employee.\n\t\t“Entity” includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government.\n\t\t“Entity conversion” means conversion. A certificate of entity conversion is the same as a certificate of conversion.\n\t\t“Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of a jurisdiction other than the Commonwealth.\n\t\t“Foreign business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Foreign corporation” means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.\n\t\t“Foreign limited liability company” has the same meaning as specified in \u00a7 13.1-1002.\n\t\t“Foreign limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Foreign partnership” means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.\n\t\t“Foreign registered limited liability partnership” has the same meaning as specified in \u00a7 50-73.79.\n\t\t“Foreign stock corporation” has the same meaning as “foreign corporation” as specified in \u00a7 13.1-603.\n\t\t“Foreign unincorporated entity” means a foreign partnership, foreign limited liability company, foreign limited partnership, or foreign business trust.\n\t\t“Government subdivision” includes authority, county, district, and municipality.\n\t\t“Includes” denotes a partial definition.\n\t\t“Incorporation surrender” has the same meaning as specified in \u00a7 13.1-898.1:1. A certificate of incorporation surrender is the same as a certificate of domestication.\n\t\t“Individual” means a natural person.\n\t\t“Interest” means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity:\n\n1\n\nThe right to receive distributions from the entity either in the ordinary course or upon liquidation; or2\n\nThe right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.\n\t\t\t“Jurisdiction of formation” means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity.\n\t\t\t“Means” denotes an exhaustive definition.\n\t\t\t“Member” means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws.\n\t\t\t“Membership interest” means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership.\n\t\t\t“Organic document” means the document, if any, that is filed of public record to create an unincorporated entity. Where an organic document has been amended or restated, the term means the organic document as last amended or restated.\n\t\t\t“Organic law” means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity.\n\t\t\t“Person” includes an individual and an entity.\n\t\t\t“Principal office” means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. The designation of the principal office in the most recent annual report filed pursuant to § 13.1-936 shall be conclusive for purposes of this chapter.\n\t\t\t“Proceeding” includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency.\n\t\t\t“Protected series” has the same meaning as specified in § 13.1-1002.\n\t\t\t“Record date” means the date established under Article 7 (§ 13.1-837 et seq.) of this chapter on which a corporation determines the identity of its members and their membership interests for purposes of this chapter. The determination shall be made as of the close of business at the principal office of the corporation on the record date unless another time for doing so is specified when the record date is fixed.\n\t\t\t“Registered limited liability partnership” has the same meaning as specified in § 50-73.79.\n\t\t\t“Shares” has the same meaning as specified in § 13.1-603.\n\t\t\t“Sign” or “signature” means, with present intent to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.\n\t\t\t“State” when referring to a part of the United States, includes a state, commonwealth, and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession, and their agencies and governmental subdivisions, of the United States.\n\t\t\t“Transact business” includes the conduct of affairs by any corporation that is not organized for profit.\n\t\t\t“Unincorporated entity” or “domestic unincorporated entity” means a domestic partnership, limited liability company, limited partnership, or business trust.\n\t\t\t“United States” includes any district, authority, bureau, commission, department, or any other agency of the United States.\n\t\t\t“Voting group” means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.\n\t\t\t“Voting power” means the current power to vote in the election of directors.\n\t\t\t“Writing” or “written” means any information in the form of a document.","order_by":null,"text":{"0":{"id":237160,"text":"As used in this chapter, unless the context requires a different meaning:\n\t\t“Articles of incorporation” means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of merger, consolidation, or correction. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation without the accompanying articles of restatement, amendment, domestication, or merger. When used with respect to a foreign corporation, the “articles of incorporation” of such entity means the document that is equivalent to the articles of incorporation of a domestic corporation.\n\t\t“Board of directors” means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and “director” means a member of the board of directors.\n\t\t“Certificate,” when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.\n\t\t“Commission” means the State Corporation Commission of Virginia.\n\t\t“Conspicuous” means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. For example, text that is italicized, is in boldface, contrasting colors, or capitals, or is underlined is conspicuous.\n\t\t“Corporation” or “domestic corporation” means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11.1 (\u00a7 13.1-898.1:1 et seq.).\n\t\t“Deliver” or “delivery” means any method of delivery used in conventional commercial practice, including delivery by hand, mail, commercial delivery, and, if authorized in accordance with \u00a7 13.1-810, by electronic transmission.\n\t\t“Disinterested director” means a director who, at the time action is to be taken under \u00a7 13.1-871, 13.1-878, or 13.1-880, does not have (i) a financial interest in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person who has a financial interest in the matter, either of which would reasonably be expected to affect adversely the objectivity of the director when participating in the action, and if the action is to be taken under \u00a7 13.1-878 or 13.1-880, is also not a party to the proceeding. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (a) nomination or election of the director to the current board by any person, acting alone or participating with others, who is so interested in the matter or (b) service as a director of another corporation of which an interested person is also a director.\n\t\t“Document” means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record.\n\t\t“Domestic,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of the Commonwealth.\n\t\t“Domestic business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Domestic limited liability company” has the same meaning as specified in \u00a7 13.1-1002.\n\t\t“Domestic limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Domestic partnership” means an association of two or more persons to carry on as co-owners of a business for profit formed under \u00a7 50-73.88 or predecessor law of the Commonwealth and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership.\n\t\t“Domestic stock corporation” has the same meaning as “domestic corporation” as specified in \u00a7 13.1-603.\n\t\t“Effective date,” when referring to a document for which effectiveness is contingent upon issuance of a certificate by the Commission, means the time and date determined in accordance with \u00a7 13.1-806.\n\t\t“Effective date of notice” is defined in \u00a7 13.1-810.\n\t\t“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.\n\t\t“Electronic record” means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of \u00a7 13.1-810.\n\t\t“Electronic transmission” or “electronically transmitted” means any form or process of communication, not directly involving the physical transfer of paper or other tangible medium, that (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of \u00a7 13.1-810.\n\t\t“Eligible entity” means a domestic or foreign unincorporated entity or a domestic or foreign stock corporation.\n\t\t“Eligible interests” means interests or shares.\n\t\t“Employee” includes, unless otherwise provided in the bylaws, an officer but not a director. A director may accept duties that make the director also an employee.\n\t\t“Entity” includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government.\n\t\t“Entity conversion” means conversion. A certificate of entity conversion is the same as a certificate of conversion.\n\t\t“Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the organic law of a jurisdiction other than the Commonwealth.\n\t\t“Foreign business trust” has the same meaning as specified in \u00a7 13.1-1201.\n\t\t“Foreign corporation” means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth.\n\t\t“Foreign limited liability company” has the same meaning as specified in \u00a7 13.1-1002.\n\t\t“Foreign limited partnership” has the same meaning as specified in \u00a7 50-73.1.\n\t\t“Foreign partnership” means an association of two or more persons to carry on as co-owners of a business for profit formed under the laws of any state or jurisdiction other than the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a foreign registered limited liability partnership.\n\t\t“Foreign registered limited liability partnership” has the same meaning as specified in \u00a7 50-73.79.\n\t\t“Foreign stock corporation” has the same meaning as “foreign corporation” as specified in \u00a7 13.1-603.\n\t\t“Foreign unincorporated entity” means a foreign partnership, foreign limited liability company, foreign limited partnership, or foreign business trust.\n\t\t“Government subdivision” includes authority, county, district, and municipality.\n\t\t“Includes” denotes a partial definition.\n\t\t“Incorporation surrender” has the same meaning as specified in \u00a7 13.1-898.1:1. A certificate of incorporation surrender is the same as a certificate of domestication.\n\t\t“Individual” means a natural person.\n\t\t“Interest” means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":237161,"text":"The right to receive distributions from the entity either in the ordinary course or upon liquidation; or","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":237162,"text":"The right to receive notice or vote on issues involving its internal affairs, other than as an agent, assignee, proxy, or person responsible for managing its business and affairs.\n\t\t\t“Jurisdiction of formation” means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity.\n\t\t\t“Means” denotes an exhaustive definition.\n\t\t\t“Member” means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws.\n\t\t\t“Membership interest” means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership.\n\t\t\t“Organic document” means the document, if any, that is filed of public record to create an unincorporated entity. Where an organic document has been amended or restated, the term means the organic document as last amended or restated.\n\t\t\t“Organic law” means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity.\n\t\t\t“Person” includes an individual and an entity.\n\t\t\t“Principal office” means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. The designation of the principal office in the most recent annual report filed pursuant to § 13.1-936 shall be conclusive for purposes of this chapter.\n\t\t\t“Proceeding” includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency.\n\t\t\t“Protected series” has the same meaning as specified in § 13.1-1002.\n\t\t\t“Record date” means the date established under Article 7 (§ 13.1-837 et seq.) of this chapter on which a corporation determines the identity of its members and their membership interests for purposes of this chapter. The determination shall be made as of the close of business at the principal office of the corporation on the record date unless another time for doing so is specified when the record date is fixed.\n\t\t\t“Registered limited liability partnership” has the same meaning as specified in § 50-73.79.\n\t\t\t“Shares” has the same meaning as specified in § 13.1-603.\n\t\t\t“Sign” or “signature” means, with present intent to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature; or (ii) to attach to or logically associate with an electronic transmission an electronic sound, symbol, or process, and includes an electronic signature in an electronic transmission.\n\t\t\t“State” when referring to a part of the United States, includes a state, commonwealth, and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession, and their agencies and governmental subdivisions, of the United States.\n\t\t\t“Transact business” includes the conduct of affairs by any corporation that is not organized for profit.\n\t\t\t“Unincorporated entity” or “domestic unincorporated entity” means a domestic partnership, limited liability company, limited partnership, or business trust.\n\t\t\t“United States” includes any district, authority, bureau, commission, department, or any other agency of the United States.\n\t\t\t“Voting group” means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. All members entitled by the articles of incorporation or this chapter to vote generally on the matter are for that purpose a single voting group.\n\t\t\t“Voting power” means the current power to vote in the election of directors.\n\t\t\t“Writing” or “written” means any information in the form of a document.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1"}},"ancestry":[{"id":13083,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:44:15","date_modified":"2026-06-26 03:44:15","permalink":{"id":147503,"object_type":"structure","relational_id":13083,"identifier":"1","token":"13.1\/10\/1","url":"\/13.1\/10\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":76305,"structure_id":13083,"section_number":"13.1-801","catch_line":"Short title","url":"\/13.1-801\/","token":"13.1\/10\/1\/13.1-801","metadata":false},{"id":86334,"structure_id":13083,"section_number":"13.1-802","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-802\/","token":"13.1\/10\/1\/13.1-802","metadata":false},{"id":65210,"structure_id":13083,"section_number":"13.1-803","catch_line":"Definitions","url":"\/13.1-803\/","token":"13.1\/10\/1\/13.1-803","metadata":false},{"id":73985,"structure_id":13083,"section_number":"13.1-804","catch_line":"Filing requirements","url":"\/13.1-804\/","token":"13.1\/10\/1\/13.1-804","metadata":false},{"id":78470,"structure_id":13083,"section_number":"13.1-804.1","catch_line":"Filing with the Commission pursuant to reorganization","url":"\/13.1-804.1\/","token":"13.1\/10\/1\/13.1-804.1","metadata":false},{"id":64300,"structure_id":13083,"section_number":"13.1-805","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-805\/","token":"13.1\/10\/1\/13.1-805","metadata":false},{"id":57394,"structure_id":13083,"section_number":"13.1-806","catch_line":"Effective time and date of document","url":"\/13.1-806\/","token":"13.1\/10\/1\/13.1-806","metadata":false},{"id":58842,"structure_id":13083,"section_number":"13.1-807","catch_line":"Correcting filed articles","url":"\/13.1-807\/","token":"13.1\/10\/1\/13.1-807","metadata":false},{"id":54131,"structure_id":13083,"section_number":"13.1-808","catch_line":"Evidentiary effect of copy of filed document","url":"\/13.1-808\/","token":"13.1\/10\/1\/13.1-808","metadata":false},{"id":86181,"structure_id":13083,"section_number":"13.1-809","catch_line":"Certificate of good standing","url":"\/13.1-809\/","token":"13.1\/10\/1\/13.1-809","metadata":false},{"id":64245,"structure_id":13083,"section_number":"13.1-810","catch_line":"Notices and other communications","url":"\/13.1-810\/","token":"13.1\/10\/1\/13.1-810","metadata":false},{"id":62349,"structure_id":13083,"section_number":"13.1-810.1","catch_line":"Number of members","url":"\/13.1-810.1\/","token":"13.1\/10\/1\/13.1-810.1","metadata":false},{"id":76433,"structure_id":13083,"section_number":"13.1-811","catch_line":"Penalty for signing false documents","url":"\/13.1-811\/","token":"13.1\/10\/1\/13.1-811","metadata":false},{"id":59695,"structure_id":13083,"section_number":"13.1-812","catch_line":"Unlawful to transact or offer to transact business as a corporation unless authorized","url":"\/13.1-812\/","token":"13.1\/10\/1\/13.1-812","metadata":false},{"id":77969,"structure_id":13083,"section_number":"13.1-813","catch_line":"Hearing and finality of Commission action; injunctions","url":"\/13.1-813\/","token":"13.1\/10\/1\/13.1-813","metadata":false},{"id":64620,"structure_id":13083,"section_number":"13.1-814","catch_line":"Shares of stock and dividends prohibited","url":"\/13.1-814\/","token":"13.1\/10\/1\/13.1-814","metadata":false},{"id":78466,"structure_id":13083,"section_number":"13.1-814.1","catch_line":"Special provisions for community associations","url":"\/13.1-814.1\/","token":"13.1\/10\/1\/13.1-814.1","metadata":false}],"previous_section":{"id":86334,"structure_id":13083,"section_number":"13.1-802","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-802\/","token":"13.1\/10\/1\/13.1-802","metadata":false},"next_section":{"id":73985,"structure_id":13083,"section_number":"13.1-804","catch_line":"Filing requirements","url":"\/13.1-804\/","token":"13.1\/10\/1\/13.1-804","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-803\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 8 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 1997, chapter 801<\/a>; in 2002, chapter 285<\/a>; in 2007, chapter 925<\/a>; in 2010, chapter 171<\/a>; in 2012, chapter 706<\/a>; in 2022, chapter 82<\/a>.<\/p>","references":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"},{"id":68199,"section_number":"13.1-1201","catch_line":"Definitions","order_by":null,"url":"\/13.1-1201\/"},{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":58327,"section_number":"13.1-841","catch_line":"Corporate action without meeting","order_by":null,"url":"\/13.1-841\/"},{"id":55018,"section_number":"13.1-944.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-944.1\/"},{"id":69255,"section_number":"38.2-231","catch_line":"Notice of cancellation, refusal to renew, reduction in coverage or increase in premium of certain liability insurance policies","order_by":null,"url":"\/38.2-231\/"},{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"}],"refers_to":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"},{"id":68199,"section_number":"13.1-1201","catch_line":"Definitions","order_by":null,"url":"\/13.1-1201\/"},{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":57394,"section_number":"13.1-806","catch_line":"Effective time and date of document","order_by":null,"url":"\/13.1-806\/"},{"id":64245,"section_number":"13.1-810","catch_line":"Notices and other communications","order_by":null,"url":"\/13.1-810\/"},{"id":83854,"section_number":"13.1-837","catch_line":"Members","order_by":null,"url":"\/13.1-837\/"},{"id":73903,"section_number":"13.1-871","catch_line":"Director conflict of interests","order_by":null,"url":"\/13.1-871\/"},{"id":68983,"section_number":"13.1-878","catch_line":"Advance for expenses","order_by":null,"url":"\/13.1-878\/"},{"id":78320,"section_number":"13.1-880","catch_line":"Determination and authorization of indemnification","order_by":null,"url":"\/13.1-880\/"},{"id":83298,"section_number":"13.1-898.1:1","catch_line":"Definitions","order_by":null,"url":"\/13.1-898.1_1\/"},{"id":55339,"section_number":"13.1-936","catch_line":"Annual report of domestic and foreign corporations","order_by":null,"url":"\/13.1-936\/"},{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"},{"id":76467,"section_number":"50-73.79","catch_line":"Definitions","order_by":null,"url":"\/50-73.79\/"},{"id":75229,"section_number":"50-73.88","catch_line":"Formation of partnership","order_by":null,"url":"\/50-73.88\/"}],"permalink":{"id":147513,"object_type":"law","relational_id":65210,"identifier":"13.1-803","token":"13.1\/10\/1\/13.1-803","url":"\/13.1-803\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-803\/","token":"13.1\/10\/1\/13.1-803","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-803","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this chapter, unless the context requires a different meaning:\n\t\t“Articles of incorporation<\/span>” means all documents<\/span> constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court<\/span> or the Commission<\/span> and all amendments including certificates of merger, consolidation<\/span>, or correction. When the articles of incorporation<\/span> have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation<\/span> without the accompanying articles of restatement, amendment, domestication, or merger. When used with respect to a foreign corporation<\/span>, the “articles of incorporation<\/span>” of such entity means the document<\/span> that is equivalent to the articles of incorporation<\/span> of a domestic corporation<\/span>.\n\t\t“Board of directors<\/span>” means the group of persons<\/span> vested with the management of the business of the corporation irrespective of the name by which such group is designated, and “director” means a member<\/span> of the board of directors<\/span>.\n\t\t“Certificate,” when relating to articles filed with the Commission<\/span>, means the order<\/span> of the Commission<\/span> that makes the articles effective, together with the articles.\n\t\t“Commission<\/span>” means the State<\/span> Corporation Commission<\/span> of Virginia.\n\t\t“Conspicuous<\/span>” means so written<\/span>, displayed, or presented that a reasonable person<\/span> against whom the writing<\/span> is to operate should have noticed it. For example, text that is italicized, is in boldface, contrasting colors, or capitals, or is underlined is conspicuous<\/span>.\n\t\t“Corporation” or “domestic corporation<\/span>” means a corporation not authorized by law to issue<\/span> shares<\/span>, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws<\/span> of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation<\/span>, amendment, or merger, has become a domestic corporation<\/span> of the Commonwealth, even though also being a corporation organized under laws<\/span> other than the laws<\/span> of the Commonwealth or that has become a domestic corporation<\/span> of the Commonwealth pursuant to Article 11.1 (\u00a7 13.1-898.1:1<\/a> et seq.).\n\t\t“Deliver<\/span>” or “delivery<\/span>” means any method of delivery<\/span> used in conventional commercial practice, including delivery<\/span> by hand, mail, commercial delivery<\/span>, and, if authorized in accordance with \u00a7 13.1-810<\/a>, by electronic transmission<\/span>.\n\t\t“Disinterested director<\/span>” means a director who, at the time action is to be taken under \u00a7 13.1-871<\/a>, 13.1-878<\/a>, or 13.1-880<\/a>, does not have (i) a financial interest<\/span> in a matter that is the subject of such action or (ii) a familial, financial, professional, employment, or other relationship with a person<\/span> who has a financial interest<\/span> in the matter, either of which would reasonably be expected to affect adversely the objectivity of the director when participating in the action, and if the action is to be taken under \u00a7 13.1-878<\/a> or 13.1-880<\/a>, is also not a party<\/span> to the proceeding<\/span>. The presence of one or more of the following circumstances shall not by itself prevent a person<\/span> from being a disinterested director<\/span>: (a) nomination or election of the director to the current board by any person<\/span>, acting alone or participating with others, who is so interested in the matter or (b) service as a director of another corporation of which an interested person<\/span> is also a director.\n\t\t“Document<\/span>” means (i) any tangible medium on which information is inscribed, and includes any writing<\/span> or written<\/span> instrument, or (ii) an electronic record<\/span>.\n\t\t“Domestic,” with respect to an entity, means an entity governed as to its internal affairs by the organic law<\/span> of the Commonwealth.\n\t\t“Domestic business trust<\/span>” has the same meaning as specified in \u00a7 13.1-1201<\/a>.\n\t\t“Domestic limited liability company<\/span>” has the same meaning as specified in \u00a7 13.1-1002<\/a>.\n\t\t“Domestic limited partnership<\/span>” has the same meaning as specified in \u00a7 50-73.1<\/a>.\n\t\t“Domestic partnership<\/span>” means an association of two or more persons<\/span> to carry on as co-owners of a business for profit formed under \u00a7 50-73.88<\/a> or predecessor law of the Commonwealth and includes, for all purposes of the laws<\/span> of the Commonwealth, a registered limited liability partnership<\/span>.\n\t\t“Domestic stock corporation<\/span>” has the same meaning as “domestic corporation<\/span>” as specified in \u00a7 13.1-603<\/a>.\n\t\t“Effective date,” when referring to a document<\/span> for which effectiveness is contingent upon issuance of a certificate by the Commission<\/span>, means the time and date determined in accordance with \u00a7 13.1-806<\/a>.\n\t\t“Effective date of notice” is defined in \u00a7 13.1-810<\/a>.\n\t\t“Electronic” means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.\n\t\t“Electronic record<\/span>” means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of \u00a7 13.1-810<\/a>.\n\t\t“Electronic transmission<\/span>” or “electronically transmitted<\/span>” means any form or process of communication, not directly involving the physical transfer of paper or other tangible medium, that (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of \u00a7 13.1-810<\/a>.\n\t\t“Eligible entity<\/span>” means a domestic or foreign unincorporated entity<\/span> or a domestic or foreign stock corporation<\/span>.\n\t\t“Eligible interests<\/span>” means interests or shares<\/span>.\n\t\t“Employee” includes, unless otherwise provided in the bylaws, an officer but not a director. A director may accept duties that make the director also an employee.\n\t\t“Entity” includes any domestic or foreign corporation<\/span>; any domestic or foreign stock corporation<\/span>; any domestic or foreign unincorporated entity<\/span>; any estate or trust; and any state<\/span>, the United States<\/span>, and any foreign government.\n\t\t“Entity conversion<\/span>” means conversion. A certificate of entity conversion<\/span> is the same as a certificate of conversion.\n\t\t“Foreign,” with respect to an entity, means an entity governed as to its internal affairs by the organic law<\/span> of a jurisdiction<\/span> other than the Commonwealth.\n\t\t“Foreign business trust<\/span>” has the same meaning as specified in \u00a7 13.1-1201<\/a>.\n\t\t“Foreign corporation<\/span>” means a corporation not authorized by law to issue<\/span> shares<\/span>, organized under laws<\/span> other than the laws<\/span> of the Commonwealth.\n\t\t“Foreign limited liability company<\/span>” has the same meaning as specified in \u00a7 13.1-1002<\/a>.\n\t\t“Foreign limited partnership<\/span>” has the same meaning as specified in \u00a7 50-73.1<\/a>.\n\t\t“Foreign partnership<\/span>” means an association of two or more persons<\/span> to carry on as co-owners of a business for profit formed under the laws<\/span> of any state<\/span> or jurisdiction<\/span> other than the Commonwealth, and includes, for all purposes of the laws<\/span> of the Commonwealth, a foreign registered limited liability partnership<\/span><\/span>.\n\t\t“Foreign registered limited liability partnership<\/span><\/span>” has the same meaning as specified in \u00a7 50-73.79<\/a>.\n\t\t“Foreign stock corporation<\/span>” has the same meaning as “foreign corporation<\/span>” as specified in \u00a7 13.1-603<\/a>.\n\t\t“Foreign unincorporated entity<\/span>” means a foreign partnership<\/span>, foreign limited liability company<\/span>, foreign limited partnership<\/span>, or foreign business trust<\/span>.\n\t\t“Government subdivision<\/span>” includes authority, county, district, and municipality.\n\t\t“Includes” denotes a partial definition.\n\t\t“Incorporation surrender<\/span>” has the same meaning as specified in \u00a7 13.1-898.1:1<\/a>. A certificate of incorporation surrender<\/span> is the same as a certificate of domestication.\n\t\t“Individual<\/span>” means a natural person<\/span>.\n\t\t“Interest<\/span>” means either or both of the following rights under the organic law<\/span> of a foreign or domestic unincorporated entity<\/span>:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The right to receive distributions from the entity either in the ordinary course or upon liquidation<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The right to receive notice or vote on issues<\/span> involving its internal affairs, other than as an agent, assignee, proxy, or person<\/span> responsible for managing its business and affairs.\n\t\t\t“Jurisdiction of formation<\/span>” means the state<\/span> or country the law of which includes the organic law<\/span> governing a domestic or foreign corporation<\/span> or eligible entity<\/span>.\n\t\t\t“Means” denotes an exhaustive definition.\n\t\t\t“Member<\/span>” means one having a membership interest<\/span> in a corporation in accordance with the provisions of its articles of incorporation<\/span> or bylaws.\n\t\t\t“Membership interest<\/span>” means the interest of a member<\/span> in a domestic or foreign corporation<\/span>, including voting and all other rights associated with membership.\n\t\t\t“Organic document<\/span>” means the document, if any, that is filed of public record to create an unincorporated entity. Where an organic document<\/span> has been amended or restated, the term means the organic document<\/span> as last amended or restated.\n\t\t\t“Organic law<\/span>” means the statute<\/span> governing the internal affairs of a domestic or foreign corporation<\/span> or eligible entity<\/span>.\n\t\t\t“Person<\/span>” includes an individual<\/span> and an entity.\n\t\t\t“Principal office<\/span>” means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation<\/span> are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors<\/span>. The designation of the principal office<\/span> in the most recent annual report filed pursuant to § 13.1-936<\/a> shall be conclusive for purposes of this chapter.\n\t\t\t“Proceeding<\/span>” includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency.\n\t\t\t“Protected series<\/span>” has the same meaning as specified in § 13.1-1002<\/a>.\n\t\t\t“Record date<\/span>” means the date established under Article 7 (§ 13.1-837<\/a> et seq.) of this chapter on which a corporation determines the identity of its members<\/span> and their membership interests<\/span> for purposes of this chapter. The determination shall be made as of the close of business at the principal office<\/span> of the corporation on the record date<\/span> unless another time for doing so is specified when the record date<\/span> is fixed.\n\t\t\t“Registered limited liability partnership<\/span>” has the same meaning as specified in § 50-73.79<\/a>.\n\t\t\t“Shares<\/span>” has the same meaning as specified in § 13.1-603<\/a>.\n\t\t\t“Sign<\/span>” or “signature<\/span>” means, with present intent<\/span> to authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a document, and includes any manual, facsimile, or conformed signature<\/span>; or (ii) to attach to or logically associate with an electronic transmission<\/span> an electronic sound, symbol, or process, and includes an electronic signature<\/span> in an electronic transmission<\/span>.\n\t\t\t“State<\/span>” when referring to a part of the United States<\/span>, includes a state<\/span>, commonwealth, and the District of Columbia, and their agencies and governmental subdivisions; and a territory or insular possession<\/span>, and their agencies and governmental subdivisions, of the United States<\/span>.\n\t\t\t“Transact business<\/span>” includes the conduct of affairs by any corporation that is not organized for profit.\n\t\t\t“Unincorporated entity” or “domestic unincorporated entity<\/span>” means a domestic partnership<\/span>, limited liability company, limited partnership, or business trust.\n\t\t\t“United States<\/span>” includes any district, authority, bureau, commission<\/span>, department, or any other agency of the United States<\/span>.\n\t\t\t“Voting group<\/span>” means all members<\/span> of one or more classes that under the articles of incorporation<\/span> or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members<\/span>. All members<\/span> entitled by the articles of incorporation<\/span> or this chapter to vote generally on the matter are for that purpose a single voting group<\/span>.\n\t\t\t“Voting power<\/span>” means the current power to vote in the election of directors.\n\t\t\t“Writing<\/span>” or “written<\/span>” means any information in the form of a document. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-803)\n\nAs used in this chapter, unless the context requires a different meaning:\n\t\t“Articles of incorporation” means all documents constituting, at\nany particular time, the charter of a corporation. It includes the original\ncharter issued by the General Assembly, a court or the Commission and all\namendments including certificates of merger, consolidation, or correction. When\nthe articles of incorporation have been restated pursuant to any articles of\nrestatement, amendment, domestication, or merger, it includes only the restated\narticles of incorporation without the accompanying articles of restatement,\namendment, domestication, or merger. When used with respect to a foreign\ncorporation, the “articles of incorporation” of such entity means\nthe document that is equivalent to the articles of incorporation of a domestic\ncorporation.\n\t\t“Board of directors” means the group of persons vested with the\nmanagement of the business of the corporation irrespective of the name by which\nsuch group is designated, and “director” means a member of the board\nof directors.\n\t\t“Certificate,” when relating to articles filed with the\nCommission, means the order of the Commission that makes the articles effective,\ntogether with the articles.\n\t\t“Commission” means the State Corporation Commission of Virginia.\n\t\t“Conspicuous” means so written, displayed, or presented that a\nreasonable person against whom the writing is to operate should have noticed it.\nFor example, text that is italicized, is in boldface, contrasting colors, or\ncapitals, or is underlined is conspicuous.\n\t\t“Corporation” or “domestic corporation” means a\ncorporation not authorized by law to issue shares, irrespective of the nature of\nthe business to be transacted, organized under this chapter or existing pursuant\nto the laws of the Commonwealth on January 1, 1986, or that, by virtue of\narticles of incorporation, amendment, or merger, has become a domestic\ncorporation of the Commonwealth, even though also being a corporation organized\nunder laws other than the laws of the Commonwealth or that has become a domestic\ncorporation of the Commonwealth pursuant to Article 11.1 (\u00a7 13.1-898.1:1 et\nseq.).\n\t\t“Deliver” or “delivery” means any method of delivery\nused in conventional commercial practice, including delivery by hand, mail,\ncommercial delivery, and, if authorized in accordance with \u00a7 13.1-810, by\nelectronic transmission.\n\t\t“Disinterested director” means a director who, at the time action\nis to be taken under \u00a7 13.1-871, 13.1-878, or 13.1-880, does not have (i) a\nfinancial interest in a matter that is the subject of such action or (ii) a\nfamilial, financial, professional, employment, or other relationship with a\nperson who has a financial interest in the matter, either of which would\nreasonably be expected to affect adversely the objectivity of the director when\nparticipating in the action, and if the action is to be taken under \u00a7 13.1-878\nor 13.1-880, is also not a party to the proceeding. The presence of one or more\nof the following circumstances shall not by itself prevent a person from being a\ndisinterested director: (a) nomination or election of the director to the\ncurrent board by any person, acting alone or participating with others, who is\nso interested in the matter or (b) service as a director of another corporation\nof which an interested person is also a director.\n\t\t“Document” means (i) any tangible medium on which information is\ninscribed, and includes any writing or written instrument, or (ii) an electronic\nrecord.\n\t\t“Domestic,” with respect to an entity, means an entity governed as\nto its internal affairs by the organic law of the Commonwealth.\n\t\t“Domestic business trust” has the same meaning as specified in \u00a7\n13.1-1201.\n\t\t“Domestic limited liability company” has the same meaning as\nspecified in \u00a7 13.1-1002.\n\t\t“Domestic limited partnership” has the same meaning as specified\nin \u00a7 50-73.1.\n\t\t“Domestic partnership” means an association of two or more persons\nto carry on as co-owners of a business for profit formed under \u00a7 50-73.88 or\npredecessor law of the Commonwealth and includes, for all purposes of the laws\nof the Commonwealth, a registered limited liability partnership.\n\t\t“Domestic stock corporation” has the same meaning as\n“domestic corporation” as specified in \u00a7 13.1-603.\n\t\t“Effective date,” when referring to a document for which\neffectiveness is contingent upon issuance of a certificate by the Commission,\nmeans the time and date determined in accordance with \u00a7 13.1-806.\n\t\t“Effective date of notice” is defined in \u00a7 13.1-810.\n\t\t“Electronic” means relating to technology having electrical,\ndigital, magnetic, wireless, optical, electromagnetic, or similar capabilities.\n\t\t“Electronic record” means information that is stored in an\nelectronic or other medium and is retrievable in paper form through an automated\nprocess used in conventional commercial practice, unless otherwise authorized in\naccordance with subsection J of \u00a7 13.1-810.\n\t\t“Electronic transmission” or “electronically\ntransmitted” means any form or process of communication, not directly\ninvolving the physical transfer of paper or other tangible medium, that (i) is\nsuitable for the retention, retrieval, and reproduction of information by the\nrecipient, and (ii) is retrievable in paper form by the recipient through an\nautomated process used in conventional commercial practice, unless otherwise\nauthorized in accordance with subsection J of \u00a7 13.1-810.\n\t\t“Eligible entity” means a domestic or foreign unincorporated\nentity or a domestic or foreign stock corporation.\n\t\t“Eligible interests” means interests or shares.\n\t\t“Employee” includes, unless otherwise provided in the bylaws, an\nofficer but not a director. A director may accept duties that make the director\nalso an employee.\n\t\t“Entity” includes any domestic or foreign corporation; any\ndomestic or foreign stock corporation; any domestic or foreign unincorporated\nentity; any estate or trust; and any state, the United States, and any foreign\ngovernment.\n\t\t“Entity conversion” means conversion. A certificate of entity\nconversion is the same as a certificate of conversion.\n\t\t“Foreign,” with respect to an entity, means an entity governed as\nto its internal affairs by the organic law of a jurisdiction other than the\nCommonwealth.\n\t\t“Foreign business trust” has the same meaning as specified in \u00a7\n13.1-1201.\n\t\t“Foreign corporation” means a corporation not authorized by law to\nissue shares, organized under laws other than the laws of the Commonwealth.\n\t\t“Foreign limited liability company” has the same meaning as\nspecified in \u00a7 13.1-1002.\n\t\t“Foreign limited partnership” has the same meaning as specified in\n\u00a7 50-73.1.\n\t\t“Foreign partnership” means an association of two or more persons\nto carry on as co-owners of a business for profit formed under the laws of any\nstate or jurisdiction other than the Commonwealth, and includes, for all\npurposes of the laws of the Commonwealth, a foreign registered limited liability\npartnership.\n\t\t“Foreign registered limited liability partnership” has the same\nmeaning as specified in \u00a7 50-73.79.\n\t\t“Foreign stock corporation” has the same meaning as “foreign\ncorporation” as specified in \u00a7 13.1-603.\n\t\t“Foreign unincorporated entity” means a foreign partnership,\nforeign limited liability company, foreign limited partnership, or foreign\nbusiness trust.\n\t\t“Government subdivision” includes authority, county, district, and\nmunicipality.\n\t\t“Includes” denotes a partial definition.\n\t\t“Incorporation surrender” has the same meaning as specified in \u00a7\n13.1-898.1:1. A certificate of incorporation surrender is the same as a\ncertificate of domestication.\n\t\t“Individual” means a natural person.\n\t\t“Interest” means either or both of the following rights under the\norganic law of a foreign or domestic unincorporated entity:\n\n1. The right to receive distributions from the entity either in the ordinary\ncourse or upon liquidation; or\n\n2. The right to receive notice or vote on issues involving its internal affairs,\nother than as an agent, assignee, proxy, or person responsible for managing its\nbusiness and affairs.\n\t\t\t“Jurisdiction of formation” means the state or country the law of\nwhich includes the organic law governing a domestic or foreign corporation or\neligible entity.\n\t\t\t“Means” denotes an exhaustive definition.\n\t\t\t“Member” means one having a membership interest in a corporation\nin accordance with the provisions of its articles of incorporation or bylaws.\n\t\t\t“Membership interest” means the interest of a member in a\ndomestic or foreign corporation, including voting and all other rights\nassociated with membership.\n\t\t\t“Organic document” means the document, if any, that is filed of\npublic record to create an unincorporated entity. Where an organic document has\nbeen amended or restated, the term means the organic document as last amended or\nrestated.\n\t\t\t“Organic law” means the statute governing the internal affairs of\na domestic or foreign corporation or eligible entity.\n\t\t\t“Person” includes an individual and an entity.\n\t\t\t“Principal office” means the office, in or out of the\nCommonwealth, where the principal executive offices of a domestic or foreign\ncorporation are located, or, if there are no such offices, the office, in or out\nof the Commonwealth, so designated by the board of directors. The designation of\nthe principal office in the most recent annual report filed pursuant to §\n13.1-936 shall be conclusive for purposes of this chapter.\n\t\t\t“Proceeding” includes civil suit and criminal, administrative and\ninvestigatory action conducted by a governmental agency.\n\t\t\t“Protected series” has the same meaning as specified in §\n13.1-1002.\n\t\t\t“Record date” means the date established under Article 7 (§\n13.1-837 et seq.) of this chapter on which a corporation determines the identity\nof its members and their membership interests for purposes of this chapter. The\ndetermination shall be made as of the close of business at the principal office\nof the corporation on the record date unless another time for doing so is\nspecified when the record date is fixed.\n\t\t\t“Registered limited liability partnership” has the same meaning\nas specified in § 50-73.79.\n\t\t\t“Shares” has the same meaning as specified in § 13.1-603.\n\t\t\t“Sign” or “signature” means, with present intent to\nauthenticate or adopt a document: (i) to execute or adopt a tangible symbol to a\ndocument, and includes any manual, facsimile, or conformed signature; or (ii) to\nattach to or logically associate with an electronic transmission an electronic\nsound, symbol, or process, and includes an electronic signature in an electronic\ntransmission.\n\t\t\t“State” when referring to a part of the United States, includes a\nstate, commonwealth, and the District of Columbia, and their agencies and\ngovernmental subdivisions; and a territory or insular possession, and their\nagencies and governmental subdivisions, of the United States.\n\t\t\t“Transact business” includes the conduct of affairs by any\ncorporation that is not organized for profit.\n\t\t\t“Unincorporated entity” or “domestic unincorporated\nentity” means a domestic partnership, limited liability company, limited\npartnership, or business trust.\n\t\t\t“United States” includes any district, authority, bureau,\ncommission, department, or any other agency of the United States.\n\t\t\t“Voting group” means all members of one or more classes that\nunder the articles of incorporation or this chapter are entitled to vote and be\ncounted together collectively on a matter at a meeting of members. All members\nentitled by the articles of incorporation or this chapter to vote generally on\nthe matter are for that purpose a single voting group.\n\t\t\t“Voting power” means the current power to vote in the election of\ndirectors.\n\t\t\t“Writing” or “written” means any information in the\nform of a document.\n\nHISTORY: Code 1950, \u00a7 13.1-202; 1956, c. 428; 1985, c. 522; 1997, c. 801; 2002,\nc. 285; 2007, c. 925; 2010, c. 171; 2012, c. 706; 2021, Sp. Sess. I, c. 487;\n2022, c. 82.","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}}