{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-870.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-870.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-870.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-870.1.html"}],"law_id":60905,"edition_id":1,"section_id":60905,"structure_id":13531,"section_number":"13.1-870.1","catch_line":"Limitation on liability of officers and directors; exception","history":"1987, cc. 59, 257; 1988, c. 561; 1989, c. 422; 2007, c. 925; 2011, cc. 693, 704.","full_text":"A\n\nIn any proceeding brought by or in the right of a corporation or brought by or on behalf of members of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed the lesser of:1\n\nThe monetary amount, including the elimination of liability, specified in the articles of incorporation or, if approved by the members, in the bylaws as a limitation on or elimination of the liability of the officer or director; or2\n\nThe greater of (i) $100,000, or (ii) the amount of the cash compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed.B\n\nIn any proceeding against an officer or director who receives compensation from a corporation exempt from income taxation under § 501(c) of the Internal Revenue Code for his services as such, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director who serves such an exempt corporation without compensation for his services shall not be liable for damages in any such proceeding. The immunity provided by this subsection shall survive any termination, cancellation, or other discontinuance of the corporation.C\n\nThe liability of an officer or director shall not be limited as provided in this section if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.D\n\nNo limitation on or elimination of liability adopted pursuant to this section may be affected by any amendment of the articles of incorporation or bylaws with respect to any act or omission occurring before such amendment.E\n\n1. Notwithstanding the provisions of this section, in any proceeding against an officer or director who receives compensation from a community association for his services, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the association during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director who serves such an association without compensation for his services shall not be liable for damages in any such proceeding.2\n\nThe liability of an officer or director shall not be limited as provided in this subsection if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.3\n\nAs used in this subsection, “community association” shall mean a corporation incorporated under this Act that owns or has under its care, custody or control real estate subject to a recorded declaration of covenants which obligates a person, by virtue of ownership of specific real estate, to be a member of the incorporated association.4\n\nThe immunity provided by this subsection shall survive any termination, cancellation, or other discontinuance of the community association.","order_by":null,"text":{"0":{"id":222759,"text":"In any proceeding brought by or in the right of a corporation or brought by or on behalf of members of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence, or course of conduct shall not exceed the lesser of:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":222760,"text":"The monetary amount, including the elimination of liability, specified in the articles of incorporation or, if approved by the members, in the bylaws as a limitation on or elimination of the liability of the officer or director; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":222761,"text":"The greater of (i) $100,000, or (ii) the amount of the cash compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":222762,"text":"In any proceeding against an officer or director who receives compensation from a corporation exempt from income taxation under § 501(c) of the Internal Revenue Code for his services as such, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director who serves such an exempt corporation without compensation for his services shall not be liable for damages in any such proceeding. The immunity provided by this subsection shall survive any termination, cancellation, or other discontinuance of the corporation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":222763,"text":"The liability of an officer or director shall not be limited as provided in this section if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"5":{"id":222764,"text":"No limitation on or elimination of liability adopted pursuant to this section may be affected by any amendment of the articles of incorporation or bylaws with respect to any act or omission occurring before such amendment.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"6":{"id":222765,"text":"1. Notwithstanding the provisions of this section, in any proceeding against an officer or director who receives compensation from a community association for his services, the damages assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director from the association during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director who serves such an association without compensation for his services shall not be liable for damages in any such proceeding.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E2"},"7":{"id":222766,"text":"The liability of an officer or director shall not be limited as provided in this subsection if the officer or director engaged in willful misconduct or a knowing violation of the criminal law.","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E","next_prefix":"E3"},"8":{"id":222767,"text":"As used in this subsection, “community association” shall mean a corporation incorporated under this Act that owns or has under its care, custody or control real estate subject to a recorded declaration of covenants which obligates a person, by virtue of ownership of specific real estate, to be a member of the incorporated association.","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2","next_prefix":"E4"},"9":{"id":222768,"text":"The immunity provided by this subsection shall survive any termination, cancellation, or other discontinuance of the community association.","type":"section","prefixes":["E","4"],"prefix":"4","entire_prefix":"E4","prefix_anchor":"E4","level":2,"prior_prefix":"E3"}},"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 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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":82285,"structure_id":13531,"section_number":"13.1-870","catch_line":"General standards of conduct for 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This law was first created in 1987. The record of its establishment is cataloged in chapters 59 and 257 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 1987 \u201cActs\u201d aren\u2019t available online. It has been modified 4 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 1988, chapter 561; in 1989, chapter 422; in 2007, chapter 925<\/a>; in 2011, chapters 693<\/a> and 704<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":148207,"object_type":"law","relational_id":60905,"identifier":"13.1-870.1","token":"13.1\/10\/8\/13.1-870.1","url":"\/13.1-870.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-870.1\/","token":"13.1\/10\/8\/13.1-870.1","dublin_core":{"Title":"Limitation on liability of officers and directors; exception","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-870.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> In any proceeding<\/span> brought by or in the right of a corporation<\/span> or brought by or on behalf of members<\/span> of the corporation<\/span>, the damages<\/span> assessed against an officer or director<\/span> arising out of a single transaction, occurrence, or course of conduct shall not exceed the lesser of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The monetary amount, including the elimination of liability, specified in the articles of incorporation<\/span> or, if approved by the members<\/span>, in the bylaws as a limitation on or elimination of the liability of the officer or director<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The greater of (i) $100,000, or (ii) the amount of the cash compensation received by the officer or director<\/span> from the corporation<\/span> during the 12 months immediately preceding the act or omission for which liability was imposed. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In any proceeding<\/span> against an officer or director<\/span> who receives compensation from a corporation<\/span> exempt from income taxation under § 501(c) of the Internal Revenue Code for his services as such, the damages<\/span> assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director<\/span> from the corporation<\/span> during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director<\/span> who serves such an exempt corporation<\/span> without compensation for his services shall not be liable for damages<\/span> in any such proceeding<\/span>. The immunity provided by this subsection shall survive any termination, cancellation, or other discontinuance of the corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The liability of an officer or director<\/span> shall not be limited as provided in this section if the officer or director<\/span> engaged in willful misconduct or a knowing violation of the criminal law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> No limitation on or elimination of liability adopted pursuant to this section may be affected by any amendment of the articles of incorporation<\/span> or bylaws with respect to any act or omission occurring before such amendment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> 1. Notwithstanding the provisions of this section, in any proceeding<\/span> against an officer or director<\/span> who receives compensation from a community association<\/span> for his services, the damages<\/span> assessed arising out of a single transaction, occurrence or course of conduct shall not exceed the amount of compensation received by the officer or director<\/span> from the association during the 12 months immediately preceding the act or omission for which liability was imposed. An officer or director<\/span> who serves such an association without compensation for his services shall not be liable for damages<\/span> in any such proceeding<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The liability of an officer or director<\/span> shall not be limited as provided in this subsection if the officer or director<\/span> engaged in willful misconduct or a knowing violation of the criminal law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> As used in this subsection, “community association<\/span>” shall mean a corporation<\/span> incorporated under this Act that owns or has under its care, custody<\/span> or control real estate subject to a recorded declaration of covenants which obligates a person<\/span>, by virtue of ownership of specific real estate, to be a member<\/span> of the incorporated association. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The immunity provided by this subsection shall survive any termination, cancellation, or other discontinuance of the community association<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nLIMITATION ON LIABILITY OF OFFICERS AND DIRECTORS; EXCEPTION (\u00a7 13.1-870.1)\n\nA. In any proceeding brought by or in the right of a corporation or brought by\nor on behalf of members of the corporation, the damages assessed against an\nofficer or director arising out of a single transaction, occurrence, or course\nof conduct shall not exceed the lesser of:\n\n 1. The monetary amount, including the elimination of liability, specified in\n the articles of incorporation or, if approved by the members, in the bylaws as\n a limitation on or elimination of the liability of the officer or director; or\n\n 2. The greater of (i) $100,000, or (ii) the amount of the cash compensation\n received by the officer or director from the corporation during the 12 months\n immediately preceding the act or omission for which liability was imposed.\n\nB. In any proceeding against an officer or director who receives compensation\nfrom a corporation exempt from income taxation under § 501(c) of the\nInternal Revenue Code for his services as such, the damages assessed arising out\nof a single transaction, occurrence or course of conduct shall not exceed the\namount of compensation received by the officer or director from the corporation\nduring the 12 months immediately preceding the act or omission for which\nliability was imposed. An officer or director who serves such an exempt\ncorporation without compensation for his services shall not be liable for\ndamages in any such proceeding. The immunity provided by this subsection shall\nsurvive any termination, cancellation, or other discontinuance of the\ncorporation.\n\nC. The liability of an officer or director shall not be limited as provided in\nthis section if the officer or director engaged in willful misconduct or a\nknowing violation of the criminal law.\n\nD. No limitation on or elimination of liability adopted pursuant to this section\nmay be affected by any amendment of the articles of incorporation or bylaws with\nrespect to any act or omission occurring before such amendment.\n\nE. 1. Notwithstanding the provisions of this section, in any proceeding against\nan officer or director who receives compensation from a community association\nfor his services, the damages assessed arising out of a single transaction,\noccurrence or course of conduct shall not exceed the amount of compensation\nreceived by the officer or director from the association during the 12 months\nimmediately preceding the act or omission for which liability was imposed. An\nofficer or director who serves such an association without compensation for his\nservices shall not be liable for damages in any such proceeding.\n\n 2. The liability of an officer or director shall not be limited as provided in\n this subsection if the officer or director engaged in willful misconduct or a\n knowing violation of the criminal law.\n\n 3. As used in this subsection, “community association” shall mean\n a corporation incorporated under this Act that owns or has under its care,\n custody or control real estate subject to a recorded declaration of covenants\n which obligates a person, by virtue of ownership of specific real estate, to\n be a member of the incorporated association.\n\n 4. The immunity provided by this subsection shall survive any termination,\n cancellation, or other discontinuance of the community association.\n\nHISTORY: 1987, cc. 59, 257; 1988, c. 561; 1989, c. 422; 2007, c. 925; 2011, cc.\n693, 704.","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}}