{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-826.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-826.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-826.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-826.html"}],"law_id":80854,"edition_id":1,"section_id":80854,"structure_id":15876,"section_number":"13.1-826","catch_line":"General powers","history":"Code 1950, \u00a7 13.1-204.1; 1975, c. 500; 1985, c. 522; 1996, c. 77; 2007, c. 925; 2015, c. 611.","full_text":"A\n\nUnless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:1\n\nTo sue and be sued, complain and defend, in its corporate name;2\n\nTo have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;3\n\nTo purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;4\n\nTo sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;5\n\nTo purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal with shares or other interests in, or obligations of, any other entity;6\n\nTo make contracts and guarantees, incur liabilities, borrow money, and issue its notes, bonds, and other obligations, which may be convertible into, or include the option to purchase, other securities or property of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;7\n\nTo lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;8\n\nTo transact its business, locate offices, and exercise the powers granted by this chapter within or without the Commonwealth;9\n\nTo elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;10\n\nTo make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the Commonwealth;11\n\nTo make donations for the public welfare or for religious, charitable, scientific, literary or educational purposes;12\n\nTo pay pensions and establish pension plans, pension trusts, profit-sharing plans, bonus plans, and benefit and incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation or any of its subsidiaries;13\n\nTo insure for its benefit the life of any of its directors, officers, or employees and to continue such insurance after the relationship terminates;14\n\nTo make payments or donations or do any other act not inconsistent with this section or any other applicable law that furthers the business and affairs of the corporation;15\n\nTo pay compensation or to pay additional compensation to any or all directors, officers, and employees on account of services previously rendered to the corporation, whether or not an agreement to pay such compensation was made before such services were rendered;16\n\nTo cease its corporate activities and surrender its corporate franchise; and17\n\nTo have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.B\n\nEach corporation other than a banking corporation, an insurance corporation, a savings institution or a credit union shall have power to enter into partnership agreements, joint ventures or other associations of any kind with any person or persons. The foregoing limitations on banking corporations, insurance corporations, savings institutions, and credit unions shall not apply to the purchase by any such entity of any security of a limited liability company.C\n\nPrivileges and powers conferred and restrictions and requirements imposed by other titles of the Code on railroads or other public service companies, banking corporations, insurance corporations, savings institutions, credit unions, industrial loan associations or other special types of corporations shall not be deemed repealed or amended by any provision of this chapter except where specifically so provided.D\n\nEach corporation which is deemed a private foundation, as defined in § 509 of the Internal Revenue Code, unless its articles of incorporation expressly provide otherwise, shall distribute its income and, if necessary, principal, for each taxable year at such time and in such manner as not to subject such corporation to tax under § 4942 of the Internal Revenue Code. Such corporation shall not engage in any act of self-dealing, as defined in § 4941(d) of the Internal Revenue Code, retain any excess business holdings, as defined in § 4943(c) of the Internal Revenue Code, make any investments in such manner as to give rise to liability for the tax imposed by § 4944 of the Internal Revenue Code, or make any taxable expenditures, as defined in § 4945(d) of the Internal Revenue Code. This subsection shall apply to any corporation organized after December 31, 1969, under this chapter or under the Virginia Nonstock Corporation Act (§ 13.1-201 et seq.) enacted by Chapter 428 of the Acts of Assembly of 1956; and to any corporation organized before January 1, 1970, only for its taxable years beginning on and after January 1, 1972, unless the exceptions provided in § 508(e)(2)(B) or (C) of the Internal Revenue Code shall apply or unless the board of directors of such corporation shall elect that such restrictions as contained in this subsection shall not apply by filing written notice of such election with the Attorney General and the clerk of the Commission on or before December 31, 1971. Each reference to a section of the Internal Revenue Code made in this subsection shall include future amendments to such Code sections and corresponding provisions of future internal revenue laws.","order_by":null,"text":{"0":{"id":289819,"text":"Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":289820,"text":"To sue and be sued, complain and defend, in its corporate name;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":289821,"text":"To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":289822,"text":"To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":289823,"text":"To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":289824,"text":"To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal with shares or other interests in, or obligations of, any other entity;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":289825,"text":"To make contracts and guarantees, incur liabilities, borrow money, and issue its notes, bonds, and other obligations, which may be convertible into, or include the option to purchase, other securities or property of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":289826,"text":"To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":289827,"text":"To transact its business, locate offices, and exercise the powers granted by this chapter within or without the Commonwealth;","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"A9"},"9":{"id":289828,"text":"To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;","type":"section","prefixes":["A","9"],"prefix":"9","entire_prefix":"A9","prefix_anchor":"A9","level":2,"prior_prefix":"A8","next_prefix":"A10"},"10":{"id":289829,"text":"To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the Commonwealth;","type":"section","prefixes":["A","10"],"prefix":"10","entire_prefix":"A10","prefix_anchor":"A10","level":2,"prior_prefix":"A9","next_prefix":"A11"},"11":{"id":289830,"text":"To make donations for the public welfare or for religious, charitable, scientific, literary or educational purposes;","type":"section","prefixes":["A","11"],"prefix":"11","entire_prefix":"A11","prefix_anchor":"A11","level":2,"prior_prefix":"A10","next_prefix":"A12"},"12":{"id":289831,"text":"To pay pensions and establish pension plans, pension trusts, profit-sharing plans, bonus plans, and benefit and incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation or any of its subsidiaries;","type":"section","prefixes":["A","12"],"prefix":"12","entire_prefix":"A12","prefix_anchor":"A12","level":2,"prior_prefix":"A11","next_prefix":"A13"},"13":{"id":289832,"text":"To insure for its benefit the life of any of its directors, officers, or employees and to continue such insurance after the relationship terminates;","type":"section","prefixes":["A","13"],"prefix":"13","entire_prefix":"A13","prefix_anchor":"A13","level":2,"prior_prefix":"A12","next_prefix":"A14"},"14":{"id":289833,"text":"To make payments or donations or do any other act not inconsistent with this section or any other applicable law that furthers the business and affairs of the corporation;","type":"section","prefixes":["A","14"],"prefix":"14","entire_prefix":"A14","prefix_anchor":"A14","level":2,"prior_prefix":"A13","next_prefix":"A15"},"15":{"id":289834,"text":"To pay compensation or to pay additional compensation to any or all directors, officers, and employees on account of services previously rendered to the corporation, whether or not an agreement to pay such compensation was made before such services were rendered;","type":"section","prefixes":["A","15"],"prefix":"15","entire_prefix":"A15","prefix_anchor":"A15","level":2,"prior_prefix":"A14","next_prefix":"A16"},"16":{"id":289835,"text":"To cease its corporate activities and surrender its corporate franchise; and","type":"section","prefixes":["A","16"],"prefix":"16","entire_prefix":"A16","prefix_anchor":"A16","level":2,"prior_prefix":"A15","next_prefix":"A17"},"17":{"id":289836,"text":"To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.","type":"section","prefixes":["A","17"],"prefix":"17","entire_prefix":"A17","prefix_anchor":"A17","level":2,"prior_prefix":"A16","next_prefix":"B"},"18":{"id":289837,"text":"Each corporation other than a banking corporation, an insurance corporation, a savings institution or a credit union shall have power to enter into partnership agreements, joint ventures or other associations of any kind with any person or persons. The foregoing limitations on banking corporations, insurance corporations, savings institutions, and credit unions shall not apply to the purchase by any such entity of any security of a limited liability company.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A17","next_prefix":"C"},"19":{"id":289838,"text":"Privileges and powers conferred and restrictions and requirements imposed by other titles of the Code on railroads or other public service companies, banking corporations, insurance corporations, savings institutions, credit unions, industrial loan associations or other special types of corporations shall not be deemed repealed or amended by any provision of this chapter except where specifically so provided.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"20":{"id":289839,"text":"Each corporation which is deemed a private foundation, as defined in § 509 of the Internal Revenue Code, unless its articles of incorporation expressly provide otherwise, shall distribute its income and, if necessary, principal, for each taxable year at such time and in such manner as not to subject such corporation to tax under § 4942 of the Internal Revenue Code. Such corporation shall not engage in any act of self-dealing, as defined in § 4941(d) of the Internal Revenue Code, retain any excess business holdings, as defined in § 4943(c) of the Internal Revenue Code, make any investments in such manner as to give rise to liability for the tax imposed by § 4944 of the Internal Revenue Code, or make any taxable expenditures, as defined in § 4945(d) of the Internal Revenue Code. This subsection shall apply to any corporation organized after December 31, 1969, under this chapter or under the Virginia Nonstock Corporation Act (§ 13.1-201 et seq.) enacted by Chapter 428 of the Acts of Assembly of 1956; and to any corporation organized before January 1, 1970, only for its taxable years beginning on and after January 1, 1972, unless the exceptions provided in § 508(e)(2)(B) or (C) of the Internal Revenue Code shall apply or unless the board of directors of such corporation shall elect that such restrictions as contained in this subsection shall not apply by filing written notice of such election with the Attorney General and the clerk of the Commission on or before December 31, 1971. Each reference to a section of the Internal Revenue Code made in this subsection shall include future amendments to such Code sections and corresponding provisions of future internal revenue laws.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":15876,"edition_id":1,"name":"Purposes and Powers","identifier":"4","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 04:01:01","date_modified":"2026-06-26 04:01:01","permalink":{"id":147991,"object_type":"structure","relational_id":15876,"identifier":"4","token":"13.1\/10\/4","url":"\/13.1\/10\/4\/","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":79128,"structure_id":15876,"section_number":"13.1-825","catch_line":"Purposes","url":"\/13.1-825\/","token":"13.1\/10\/4\/13.1-825","metadata":false},{"id":80854,"structure_id":15876,"section_number":"13.1-826","catch_line":"General powers","url":"\/13.1-826\/","token":"13.1\/10\/4\/13.1-826","metadata":false},{"id":61389,"structure_id":15876,"section_number":"13.1-827","catch_line":"Emergency powers","url":"\/13.1-827\/","token":"13.1\/10\/4\/13.1-827","metadata":false},{"id":70765,"structure_id":15876,"section_number":"13.1-828","catch_line":"Ultra vires","url":"\/13.1-828\/","token":"13.1\/10\/4\/13.1-828","metadata":false}],"previous_section":{"id":79128,"structure_id":15876,"section_number":"13.1-825","catch_line":"Purposes","url":"\/13.1-825\/","token":"13.1\/10\/4\/13.1-825","metadata":false},"next_section":{"id":61389,"structure_id":15876,"section_number":"13.1-827","catch_line":"Emergency powers","url":"\/13.1-827\/","token":"13.1\/10\/4\/13.1-827","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-826\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1975, chapter 500; in 1985, chapter 522; in 1996, chapter 77<\/a>; in 2007, chapter 925<\/a>; in 2015, chapter 611<\/a>.<\/p>","references":[{"id":72267,"section_number":"15.2-5205","catch_line":"Powers of commission","order_by":null,"url":"\/15.2-5205\/"},{"id":85853,"section_number":"15.2-5327","catch_line":"Powers of nonstock corporations","order_by":null,"url":"\/15.2-5327\/"},{"id":78317,"section_number":"38.2-1436","catch_line":"Mortgage participations","order_by":null,"url":"\/38.2-1436\/"}],"refers_to":[{"id":82109,"section_number":"13.1-201","catch_line":"Repealed","order_by":null,"url":"\/13.1-201\/"}],"permalink":{"id":147997,"object_type":"law","relational_id":80854,"identifier":"13.1-826","token":"13.1\/10\/4\/13.1-826","url":"\/13.1-826\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-826\/","token":"13.1\/10\/4\/13.1-826","dublin_core":{"Title":"General powers","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-826","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless its articles of incorporation<\/span> provide otherwise, every corporation<\/span> has perpetual duration and succession in its corporate name and has the same powers as an individual<\/span> to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To sue and be sued, complain and defend, in its corporate name; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable<\/span> interest<\/span> in property, wherever located; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal with shares<\/span> or other interests<\/span> in, or obligations of, any other entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> To make contracts<\/span> and guarantees, incur liabilities, borrow money, and issue<\/span> its notes, bonds<\/span>, and other obligations, which may be convertible into, or include the option to purchase, other securities or property of the corporation<\/span>, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> To transact its business, locate offices, and exercise the powers granted by this chapter within or without the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> To elect directors<\/span> and appoint officers, employees, and agents of the corporation<\/span>, define their duties, fix their compensation, and lend them money and credit; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> To make and amend<\/span> bylaws, not inconsistent with its articles of incorporation<\/span> or with the laws<\/span> of the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> To make donations for the public welfare or for religious, charitable, scientific, literary or educational purposes; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> To pay pensions and establish pension plans, pension trusts, profit-sharing plans, bonus plans, and benefit and incentive plans for any or all of the current or former directors<\/span>, officers, employees, and agents of the corporation<\/span> or any of its subsidiaries; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

13.<\/span> To insure for its benefit the life of any of its directors<\/span>, officers, or employees and to continue such insurance after the relationship terminates; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

14.<\/span> To make payments or donations or do any other act not inconsistent with this section or any other applicable law<\/span> that furthers the business and affairs of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

15.<\/span> To pay compensation or to pay additional compensation to any or all directors<\/span>, officers, and employees on account of services previously rendered to the corporation<\/span>, whether or not an agreement to pay such compensation was made before such services were rendered; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

16.<\/span> To cease its corporate activities and surrender its corporate franchise; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

17.<\/span> To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation<\/span> is organized. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Each corporation<\/span> other than a banking corporation<\/span>, an insurance corporation<\/span>, a savings institution or a credit union shall have power to enter into partnership agreements, joint ventures or other associations of any kind with any person<\/span> or persons<\/span>. The foregoing limitations on banking corporations<\/span>, insurance corporations<\/span>, savings institutions, and credit unions shall not apply to the purchase by any such entity<\/span> of any security of a limited liability company. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Privileges<\/span> and powers conferred and restrictions and requirements imposed by other titles of the Code on railroads or other public service companies, banking corporations<\/span>, insurance corporations<\/span>, savings institutions, credit unions, industrial loan associations or other special types of corporations<\/span> shall not be deemed repealed or amended by any provision of this chapter except where specifically so provided. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Each corporation<\/span> which is deemed a private foundation, as defined in § 509 of the Internal Revenue Code, unless its articles of incorporation<\/span> expressly provide otherwise, shall distribute its income and, if necessary, principal, for each taxable year at such time and in such manner as not to subject such corporation<\/span> to tax under § 4942 of the Internal Revenue Code. Such corporation<\/span> shall not engage in any act of self-dealing, as defined in § 4941(d) of the Internal Revenue Code, retain any excess business holdings, as defined in § 4943(c) of the Internal Revenue Code, make any investments in such manner as to give rise to liability for the tax imposed by § 4944 of the Internal Revenue Code, or make any taxable expenditures, as defined in § 4945(d) of the Internal Revenue Code. This subsection shall apply to any corporation<\/span> organized after December 31, 1969, under this chapter or under the Virginia Nonstock Corporation<\/span> Act (§ 13.1-201<\/a> et seq.) enacted by Chapter 428 of the Acts of Assembly of 1956; and to any corporation<\/span> organized before January 1, 1970, only for its taxable years beginning on and after January 1, 1972, unless the exceptions provided in § 508(e)(2)(B) or (C) of the Internal Revenue Code shall apply or unless the board of directors<\/span> of such corporation<\/span> shall elect that such restrictions as contained in this subsection shall not apply by filing written<\/span> notice of such election with the Attorney General<\/span> and the clerk of the Commission<\/span> on or before December 31, 1971. Each reference to a section of the Internal Revenue Code made in this subsection shall include future amendments to such Code sections and corresponding provisions of future internal revenue laws<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nGENERAL POWERS (\u00a7 13.1-826)\n\nA. Unless its articles of incorporation provide otherwise, every corporation has\nperpetual duration and succession in its corporate name and has the same powers\nas an individual to do all things necessary or convenient to carry out its\nbusiness and affairs, including, without limitation, power:\n\n 1. To sue and be sued, complain and defend, in its corporate name;\n\n 2. To have a corporate seal, which may be altered at will, and to use it, or a\n facsimile of it, by impressing or affixing it or in any other manner\n reproducing it;\n\n 3. To purchase, receive, lease, or otherwise acquire, and own, hold, improve,\n use and otherwise deal with, real or personal property, or any legal or\n equitable interest in property, wherever located;\n\n 4. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose\n of all or any part of its property;\n\n 5. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote,\n use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal with\n shares or other interests in, or obligations of, any other entity;\n\n 6. To make contracts and guarantees, incur liabilities, borrow money, and\n issue its notes, bonds, and other obligations, which may be convertible into,\n or include the option to purchase, other securities or property of the\n corporation, and secure any of its obligations by mortgage or pledge of any of\n its property, franchises, or income;\n\n 7. To lend money, invest and reinvest its funds, and receive and hold real and\n personal property as security for repayment;\n\n 8. To transact its business, locate offices, and exercise the powers granted\n by this chapter within or without the Commonwealth;\n\n 9. To elect directors and appoint officers, employees, and agents of the\n corporation, define their duties, fix their compensation, and lend them money\n and credit;\n\n 10. To make and amend bylaws, not inconsistent with its articles of\n incorporation or with the laws of the Commonwealth;\n\n 11. To make donations for the public welfare or for religious, charitable,\n scientific, literary or educational purposes;\n\n 12. To pay pensions and establish pension plans, pension trusts,\n profit-sharing plans, bonus plans, and benefit and incentive plans for any or\n all of the current or former directors, officers, employees, and agents of the\n corporation or any of its subsidiaries;\n\n 13. To insure for its benefit the life of any of its directors, officers, or\n employees and to continue such insurance after the relationship terminates;\n\n 14. To make payments or donations or do any other act not inconsistent with\n this section or any other applicable law that furthers the business and\n affairs of the corporation;\n\n 15. To pay compensation or to pay additional compensation to any or all\n directors, officers, and employees on account of services previously rendered\n to the corporation, whether or not an agreement to pay such compensation was\n made before such services were rendered;\n\n 16. To cease its corporate activities and surrender its corporate franchise;\n and\n\n 17. To have and exercise all powers necessary or convenient to effect any or\n all of the purposes for which the corporation is organized.\n\nB. Each corporation other than a banking corporation, an insurance corporation,\na savings institution or a credit union shall have power to enter into\npartnership agreements, joint ventures or other associations of any kind with\nany person or persons. The foregoing limitations on banking corporations,\ninsurance corporations, savings institutions, and credit unions shall not apply\nto the purchase by any such entity of any security of a limited liability\ncompany.\n\nC. Privileges and powers conferred and restrictions and requirements imposed by\nother titles of the Code on railroads or other public service companies, banking\ncorporations, insurance corporations, savings institutions, credit unions,\nindustrial loan associations or other special types of corporations shall not be\ndeemed repealed or amended by any provision of this chapter except where\nspecifically so provided.\n\nD. Each corporation which is deemed a private foundation, as defined in §\n509 of the Internal Revenue Code, unless its articles of incorporation expressly\nprovide otherwise, shall distribute its income and, if necessary, principal, for\neach taxable year at such time and in such manner as not to subject such\ncorporation to tax under § 4942 of the Internal Revenue Code. Such\ncorporation shall not engage in any act of self-dealing, as defined in §\n4941(d) of the Internal Revenue Code, retain any excess business holdings, as\ndefined in § 4943(c) of the Internal Revenue Code, make any investments in\nsuch manner as to give rise to liability for the tax imposed by § 4944 of\nthe Internal Revenue Code, or make any taxable expenditures, as defined in\n§ 4945(d) of the Internal Revenue Code. This subsection shall apply to any\ncorporation organized after December 31, 1969, under this chapter or under the\nVirginia Nonstock Corporation Act (§ 13.1-201 et seq.) enacted by Chapter\n428 of the Acts of Assembly of 1956; and to any corporation organized before\nJanuary 1, 1970, only for its taxable years beginning on and after January 1,\n1972, unless the exceptions provided in § 508(e)(2)(B) or (C) of the\nInternal Revenue Code shall apply or unless the board of directors of such\ncorporation shall elect that such restrictions as contained in this subsection\nshall not apply by filing written notice of such election with the Attorney\nGeneral and the clerk of the Commission on or before December 31, 1971. Each\nreference to a section of the Internal Revenue Code made in this subsection\nshall include future amendments to such Code sections and corresponding\nprovisions of future internal revenue laws.\n\nHISTORY: Code 1950, \u00a7 13.1-204.1; 1975, c. 500; 1985, c. 522; 1996, c. 77;\n2007, c. 925; 2015, c. 611.","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}}