{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-819.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-819.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-819.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-819.html"}],"law_id":72443,"edition_id":1,"section_id":72443,"structure_id":16402,"section_number":"13.1-819","catch_line":"Articles of incorporation","history":"Code 1950, \u00a7 13.1-231; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1982, c. 182; 1985, c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517, 541; 2007, c. 925.","full_text":"A\n\nThe articles of incorporation shall set forth:1\n\nA corporate name for the corporation that satisfies the requirements of § 13.1-829.2\n\nIf the corporation is to have no members, a statement to that effect.3\n\nIf the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation or, if the articles of incorporation so provide, in the bylaws designating the class or classes of members, stating the qualifications and rights of the members of each class and conferring, limiting or denying the right to vote.4\n\nIf the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed, and a designation of ex officio directors, if any.5\n\nThe address of the corporation’s initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth.B\n\nThe articles of incorporation may set forth:1\n\nThe names and addresses of the individuals who are to serve as the initial directors;2\n\nProvisions not inconsistent with law:\n\t\t\t\ta. Stating the purpose or purposes for which the corporation is organized;\n\t\t\t\tb. Regarding the management of the business and regulation of the affairs of the corporation;\n\t\t\t\tc. Defining, limiting and regulating the powers of the corporation, its directors, and its members; and\n\t\t\t\td. Any provision that under this Act is required or permitted to be set forth in the bylaws.C\n\nThe articles of incorporation need not set forth any of the corporate powers enumerated in this Act.D\n\nProvisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection L of § 13.1-804.E\n\nExcept as provided in subsection A of § 13.1-855, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.","order_by":null,"text":{"0":{"id":260929,"text":"The articles of incorporation shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":260930,"text":"A corporate name for the corporation that satisfies the requirements of § 13.1-829.","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":260931,"text":"If the corporation is to have no members, a statement to that effect.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":260932,"text":"If the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation or, if the articles of incorporation so provide, in the bylaws designating the class or classes of members, stating the qualifications and rights of the members of each class and conferring, limiting or denying the right to vote.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":260933,"text":"If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed, and a designation of ex officio directors, if any.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":260934,"text":"The address of the corporation’s initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, and that the agent is either (i) an individual who is a resident of Virginia and either a director of the corporation or a member of the Virginia State Bar or (ii) a domestic or foreign stock or nonstock corporation, limited liability company or registered limited liability partnership authorized to transact business in the Commonwealth.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":260935,"text":"The articles of incorporation may set forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5","next_prefix":"B1"},"7":{"id":260936,"text":"The names and addresses of the individuals who are to serve as the initial directors;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"8":{"id":260937,"text":"Provisions not inconsistent with law:\n\t\t\t\ta. Stating the purpose or purposes for which the corporation is organized;\n\t\t\t\tb. Regarding the management of the business and regulation of the affairs of the corporation;\n\t\t\t\tc. Defining, limiting and regulating the powers of the corporation, its directors, and its members; and\n\t\t\t\td. Any provision that under this Act is required or permitted to be set forth in the bylaws.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"9":{"id":260938,"text":"The articles of incorporation need not set forth any of the corporate powers enumerated in this Act.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"D"},"10":{"id":260939,"text":"Provisions of the articles of incorporation may be made dependent upon facts objectively ascertainable outside the articles of incorporation in accordance with subsection L of § 13.1-804.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"11":{"id":260940,"text":"Except as provided in subsection A of § 13.1-855, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":16402,"edition_id":1,"name":"Formation of Corporations","identifier":"3","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 04:16:51","date_modified":"2026-06-26 04:16:51","permalink":{"id":147961,"object_type":"structure","relational_id":16402,"identifier":"3","token":"13.1\/10\/3","url":"\/13.1\/10\/3\/","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":85649,"structure_id":16402,"section_number":"13.1-818","catch_line":"Incorporators","url":"\/13.1-818\/","token":"13.1\/10\/3\/13.1-818","metadata":false},{"id":72443,"structure_id":16402,"section_number":"13.1-819","catch_line":"Articles of incorporation","url":"\/13.1-819\/","token":"13.1\/10\/3\/13.1-819","metadata":false},{"id":68703,"structure_id":16402,"section_number":"13.1-820","catch_line":"Issuance of certificate of incorporation","url":"\/13.1-820\/","token":"13.1\/10\/3\/13.1-820","metadata":false},{"id":68033,"structure_id":16402,"section_number":"13.1-821","catch_line":"Liability for preincorporation transactions","url":"\/13.1-821\/","token":"13.1\/10\/3\/13.1-821","metadata":false},{"id":70292,"structure_id":16402,"section_number":"13.1-822","catch_line":"Organization of corporation","url":"\/13.1-822\/","token":"13.1\/10\/3\/13.1-822","metadata":false},{"id":82176,"structure_id":16402,"section_number":"13.1-823","catch_line":"Bylaws","url":"\/13.1-823\/","token":"13.1\/10\/3\/13.1-823","metadata":false},{"id":69146,"structure_id":16402,"section_number":"13.1-824","catch_line":"Emergency bylaws","url":"\/13.1-824\/","token":"13.1\/10\/3\/13.1-824","metadata":false}],"previous_section":{"id":85649,"structure_id":16402,"section_number":"13.1-818","catch_line":"Incorporators","url":"\/13.1-818\/","token":"13.1\/10\/3\/13.1-818","metadata":false},"next_section":{"id":68703,"structure_id":16402,"section_number":"13.1-820","catch_line":"Issuance of certificate of incorporation","url":"\/13.1-820\/","token":"13.1\/10\/3\/13.1-820","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-819\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 10 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 1958, chapter 564; in 1975, chapter 500; in 1982, chapter 182; in 1985, chapter 522; in 1986, chapter 622; in 1993, chapter 113; in 2000, chapter 162<\/a>; in 2001, chapters 517<\/a> and 541<\/a>; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":80556,"section_number":"13.1-722.10","catch_line":"Plan of conversion","order_by":null,"url":"\/13.1-722.10\/"},{"id":73985,"section_number":"13.1-804","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-804\/"},{"id":78470,"section_number":"13.1-804.1","catch_line":"Filing with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-804.1\/"},{"id":70179,"section_number":"13.1-898.2","catch_line":"Domestication","order_by":null,"url":"\/13.1-898.2\/"}],"refers_to":[{"id":56717,"section_number":"13.1-855","catch_line":"Number and election of directors","order_by":null,"url":"\/13.1-855\/"}],"permalink":{"id":147967,"object_type":"law","relational_id":72443,"identifier":"13.1-819","token":"13.1\/10\/3\/13.1-819","url":"\/13.1-819\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-819\/","token":"13.1\/10\/3\/13.1-819","dublin_core":{"Title":"Articles of incorporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-819","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The articles of incorporation<\/span> shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A corporate name for the corporation<\/span> that satisfies the requirements of § 13.1-829<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the corporation<\/span> is to have no members<\/span>, a statement to that effect. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the corporation<\/span> is to have one or more classes of members<\/span>, any provision which the incorporators elect to set forth in the articles of incorporation<\/span> or, if the articles of incorporation<\/span> so provide, in the bylaws designating the class or classes of members<\/span>, stating the qualifications and rights of the members<\/span> of each class and conferring, limiting or denying the right to vote. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the directors<\/span> or any of them are not to be elected or appointed by one or more classes of members<\/span>, a statement of the manner in which such directors<\/span> shall be elected or appointed, and a designation of ex officio directors<\/span>, if any. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The address of the corporation<\/span>’s initial registered office (including both (i) the post-office address with street and number, if any, and (ii) the name of the city or county in which it is located), and the name of its initial registered agent at that office, and that the agent is either (i) an individual<\/span> who is a resident of Virginia and either a director<\/span> of the corporation<\/span> or a member<\/span> of the Virginia State<\/span> Bar or (ii) a domestic or foreign stock or nonstock corporation<\/span>, limited liability company or registered limited liability partnership<\/span> authorized to transact business<\/span> in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The articles of incorporation<\/span> may set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The names and addresses of the individuals<\/span> who are to serve as the initial directors<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Provisions not inconsistent with law<\/span>:\n\t\t\t\ta. Stating the purpose or purposes for which the corporation<\/span> is organized;\n\t\t\t\tb. Regarding the management of the business and regulation of the affairs of the corporation<\/span>;\n\t\t\t\tc. Defining, limiting and regulating the powers of the corporation<\/span>, its directors<\/span>, and its members<\/span>; and\n\t\t\t\td. Any provision that under this Act is required or permitted to be set forth in the bylaws. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The articles of incorporation<\/span> need not set forth any of the corporate powers enumerated in this Act. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Provisions of the articles of incorporation<\/span> may be made dependent upon facts<\/span> objectively ascertainable outside the articles of incorporation<\/span> in accordance with subsection L of § 13.1-804<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Except as provided in subsection A of § 13.1-855<\/a>, whenever a provision of the articles of incorporation<\/span> is inconsistent with a bylaw, the provision of the articles of incorporation<\/span> shall be controlling. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF INCORPORATION (\u00a7 13.1-819)\n\nA. The articles of incorporation shall set forth:\n\n 1. A corporate name for the corporation that satisfies the requirements of\n § 13.1-829.\n\n 2. If the corporation is to have no members, a statement to that effect.\n\n 3. If the corporation is to have one or more classes of members, any provision\n which the incorporators elect to set forth in the articles of incorporation\n or, if the articles of incorporation so provide, in the bylaws designating the\n class or classes of members, stating the qualifications and rights of the\n members of each class and conferring, limiting or denying the right to vote.\n\n 4. If the directors or any of them are not to be elected or appointed by one\n or more classes of members, a statement of the manner in which such directors\n shall be elected or appointed, and a designation of ex officio directors, if\n any.\n\n 5. The address of the corporation’s initial registered office (including\n both (i) the post-office address with street and number, if any, and (ii) the\n name of the city or county in which it is located), and the name of its\n initial registered agent at that office, and that the agent is either (i) an\n individual who is a resident of Virginia and either a director of the\n corporation or a member of the Virginia State Bar or (ii) a domestic or\n foreign stock or nonstock corporation, limited liability company or registered\n limited liability partnership authorized to transact business in the\n Commonwealth.\n\nB. The articles of incorporation may set forth:\n\n 1. The names and addresses of the individuals who are to serve as the initial\n directors;\n\n 2. Provisions not inconsistent with law:\n \t\t\t\ta. Stating the purpose or purposes for which the corporation is organized;\n \t\t\t\tb. Regarding the management of the business and regulation of the affairs\n of the corporation;\n \t\t\t\tc. Defining, limiting and regulating the powers of the corporation, its\n directors, and its members; and\n \t\t\t\td. Any provision that under this Act is required or permitted to be set\n forth in the bylaws.\n\nC. The articles of incorporation need not set forth any of the corporate powers\nenumerated in this Act.\n\nD. Provisions of the articles of incorporation may be made dependent upon facts\nobjectively ascertainable outside the articles of incorporation in accordance\nwith subsection L of § 13.1-804.\n\nE. Except as provided in subsection A of § 13.1-855, whenever a provision\nof the articles of incorporation is inconsistent with a bylaw, the provision of\nthe articles of incorporation shall be controlling.\n\nHISTORY: Code 1950, \u00a7 13.1-231; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1982,\nc. 182; 1985, c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517,\n541; 2007, c. 925.","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}}