{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-859.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-859.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-859.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-859.html"}],"law_id":69249,"edition_id":1,"section_id":69249,"structure_id":13531,"section_number":"13.1-859","catch_line":"Resignation of directors","history":"1985, c. 522; 1991, c. 124; 2007, c. 925.","full_text":"A\n\nA director may resign at any time by delivering written notice to the board of directors, its chairman, the president, or the secretary.B\n\nA resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the board of directors may fill the pending vacancy before the effective time if the board of directors provides that the successor does not take office until the effective time.C\n\nAny person who has resigned as a director of a corporation, or whose name is incorrectly on file with the Commission as a director of a corporation, may file a statement to that effect with the Commission.D\n\nUpon the resignation of a director, the corporation may file an amended annual report with the Commission indicating the resignation of the director and the successor in office, if any.","order_by":null,"text":{"0":{"id":250536,"text":"A director may resign at any time by delivering written notice to the board of directors, its chairman, the president, or the secretary.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":250537,"text":"A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the board of directors may fill the pending vacancy before the effective time if the board of directors provides that the successor does not take office until the effective time.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":250538,"text":"Any person who has resigned as a director of a corporation, or whose name is incorrectly on file with the Commission as a director of a corporation, may file a statement to that effect with the Commission.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":250539,"text":"Upon the resignation of a director, the corporation may file an amended annual report with the Commission indicating the resignation of the director and the successor in office, if any.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":13531,"edition_id":1,"name":"Directors and Officers","identifier":"8","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:45:08","date_modified":"2026-06-26 03:45:08","permalink":{"id":148133,"object_type":"structure","relational_id":13531,"identifier":"8","token":"13.1\/10\/8","url":"\/13.1\/10\/8\/","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":83970,"structure_id":13531,"section_number":"13.1-853","catch_line":"Requirement for and duties of board of directors","url":"\/13.1-853\/","token":"13.1\/10\/8\/13.1-853","metadata":false},{"id":68503,"structure_id":13531,"section_number":"13.1-854","catch_line":"Qualification of directors","url":"\/13.1-854\/","token":"13.1\/10\/8\/13.1-854","metadata":false},{"id":56717,"structure_id":13531,"section_number":"13.1-855","catch_line":"Number and election of directors","url":"\/13.1-855\/","token":"13.1\/10\/8\/13.1-855","metadata":false},{"id":73756,"structure_id":13531,"section_number":"13.1-856","catch_line":"Election of directors by certain classes of members","url":"\/13.1-856\/","token":"13.1\/10\/8\/13.1-856","metadata":false},{"id":68232,"structure_id":13531,"section_number":"13.1-857","catch_line":"Terms of directors generally","url":"\/13.1-857\/","token":"13.1\/10\/8\/13.1-857","metadata":false},{"id":66939,"structure_id":13531,"section_number":"13.1-858","catch_line":"Staggered terms of directors","url":"\/13.1-858\/","token":"13.1\/10\/8\/13.1-858","metadata":false},{"id":69249,"structure_id":13531,"section_number":"13.1-859","catch_line":"Resignation of directors","url":"\/13.1-859\/","token":"13.1\/10\/8\/13.1-859","metadata":false},{"id":81920,"structure_id":13531,"section_number":"13.1-860","catch_line":"Removal of directors","url":"\/13.1-860\/","token":"13.1\/10\/8\/13.1-860","metadata":false},{"id":72297,"structure_id":13531,"section_number":"13.1-861","catch_line":"Judicial review of elections","url":"\/13.1-861\/","token":"13.1\/10\/8\/13.1-861","metadata":false},{"id":58753,"structure_id":13531,"section_number":"13.1-862","catch_line":"Vacancy on board of directors","url":"\/13.1-862\/","token":"13.1\/10\/8\/13.1-862","metadata":false},{"id":69910,"structure_id":13531,"section_number":"13.1-863","catch_line":"Compensation of directors","url":"\/13.1-863\/","token":"13.1\/10\/8\/13.1-863","metadata":false},{"id":84891,"structure_id":13531,"section_number":"13.1-864","catch_line":"Meetings of the board of directors","url":"\/13.1-864\/","token":"13.1\/10\/8\/13.1-864","metadata":false},{"id":77538,"structure_id":13531,"section_number":"13.1-865","catch_line":"Action without meeting of board of directors","url":"\/13.1-865\/","token":"13.1\/10\/8\/13.1-865","metadata":false},{"id":76527,"structure_id":13531,"section_number":"13.1-866","catch_line":"Notice of board of directors' meetings","url":"\/13.1-866\/","token":"13.1\/10\/8\/13.1-866","metadata":false},{"id":78773,"structure_id":13531,"section_number":"13.1-867","catch_line":"Waiver of notice by director","url":"\/13.1-867\/","token":"13.1\/10\/8\/13.1-867","metadata":false},{"id":55069,"structure_id":13531,"section_number":"13.1-868","catch_line":"Quorum and voting by directors","url":"\/13.1-868\/","token":"13.1\/10\/8\/13.1-868","metadata":false},{"id":85811,"structure_id":13531,"section_number":"13.1-869","catch_line":"Committees","url":"\/13.1-869\/","token":"13.1\/10\/8\/13.1-869","metadata":false},{"id":82285,"structure_id":13531,"section_number":"13.1-870","catch_line":"General standards of conduct for directors","url":"\/13.1-870\/","token":"13.1\/10\/8\/13.1-870","metadata":false},{"id":60905,"structure_id":13531,"section_number":"13.1-870.1","catch_line":"Limitation on liability of officers and directors; exception","url":"\/13.1-870.1\/","token":"13.1\/10\/8\/13.1-870.1","metadata":false},{"id":71515,"structure_id":13531,"section_number":"13.1-870.2","catch_line":"Limitation on liability of officers and directors; additional exception","url":"\/13.1-870.2\/","token":"13.1\/10\/8\/13.1-870.2","metadata":false},{"id":73903,"structure_id":13531,"section_number":"13.1-871","catch_line":"Director conflict of interests","url":"\/13.1-871\/","token":"13.1\/10\/8\/13.1-871","metadata":false},{"id":54497,"structure_id":13531,"section_number":"13.1-871.1","catch_line":"Business opportunities","url":"\/13.1-871.1\/","token":"13.1\/10\/8\/13.1-871.1","metadata":false},{"id":69141,"structure_id":13531,"section_number":"13.1-872","catch_line":"Required officers","url":"\/13.1-872\/","token":"13.1\/10\/8\/13.1-872","metadata":false},{"id":69422,"structure_id":13531,"section_number":"13.1-873","catch_line":"Duties of officers","url":"\/13.1-873\/","token":"13.1\/10\/8\/13.1-873","metadata":false},{"id":81253,"structure_id":13531,"section_number":"13.1-874","catch_line":"Resignation and removal of officers","url":"\/13.1-874\/","token":"13.1\/10\/8\/13.1-874","metadata":false}],"previous_section":{"id":66939,"structure_id":13531,"section_number":"13.1-858","catch_line":"Staggered terms of directors","url":"\/13.1-858\/","token":"13.1\/10\/8\/13.1-858","metadata":false},"next_section":{"id":81920,"structure_id":13531,"section_number":"13.1-860","catch_line":"Removal of directors","url":"\/13.1-860\/","token":"13.1\/10\/8\/13.1-860","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-859\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1991, chapter 124; in 2007, chapter 925<\/a>.<\/p>","references":[{"id":58753,"section_number":"13.1-862","catch_line":"Vacancy on board of directors","order_by":null,"url":"\/13.1-862\/"}],"refers_to":false,"permalink":{"id":148159,"object_type":"law","relational_id":69249,"identifier":"13.1-859","token":"13.1\/10\/8\/13.1-859","url":"\/13.1-859\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-859\/","token":"13.1\/10\/8\/13.1-859","dublin_core":{"Title":"Resignation of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-859","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

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

B.<\/span> A resignation is effective when the notice is delivered unless the notice specifies a later effective time. If a resignation is made effective at a later time, the board of directors<\/span> may fill the pending vacancy before the effective time if the board of directors<\/span> provides that the successor does not take office until the effective time. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

D.<\/span> Upon the resignation of a director<\/span>, the corporation<\/span> may file an amended annual report with the Commission<\/span> indicating the resignation of the director<\/span> and the successor in office, if any. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRESIGNATION OF DIRECTORS (\u00a7 13.1-859)\n\nA. A director may resign at any time by delivering written notice to the board\nof directors, its chairman, the president, or the secretary.\n\nB. A resignation is effective when the notice is delivered unless the notice\nspecifies a later effective time. If a resignation is made effective at a later\ntime, the board of directors may fill the pending vacancy before the effective\ntime if the board of directors provides that the successor does not take office\nuntil the effective time.\n\nC. Any person who has resigned as a director of a corporation, or whose name is\nincorrectly on file with the Commission as a director of a corporation, may file\na statement to that effect with the Commission.\n\nD. Upon the resignation of a director, the corporation may file an amended\nannual report with the Commission indicating the resignation of the director and\nthe successor in office, if any.\n\nHISTORY: 1985, c. 522; 1991, c. 124; 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}}