                                 CODE OF VIRGINIA

ARTICLES OF INCORPORATION (§ 13.1-619)

A. The articles of incorporation shall set forth:

   1. A corporate name for the corporation that satisfies the requirements of
   &#xA7; 13.1-630;

   2. The number of shares the corporation is authorized to issue;

   3. If more than one class or series of shares is authorized, the number of
   authorized shares of each class or series and a distinguishing designation for
   each class or series; and

   4. The address of the corporation&#8217;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. The articles of incorporation may set forth:

   1. The names and addresses of the individuals who are to serve as the initial
   directors;

   2. Any provision defining or denying the preemptive right of shareholders to
   acquire unissued shares of the corporation;

   3. Provisions not inconsistent with law regarding:
   				a. The purpose or purposes for which the corporation is organized;
   				b. The management of the business and regulation of the affairs of the
   corporation;
   				c. Defining, limiting, and regulating the powers of the corporation, its
   board of directors, and shareholders;
   				d. A par value for authorized shares or classes or series of shares; or
   				e. Imposing interest holder liability on shareholders;

   4. Any provision that under this chapter is required or permitted to be set
   forth in the bylaws; and

   5. A provision limiting or eliminating any duty of a director or any other
   person to offer the corporation the right to have or participate in any, or
   one or more classes or categories of, business opportunities, before the
   pursuit or taking of the opportunity by the director or other person, provided
   that any application of such a provision to an officer or a related person of
   that officer (i) also requires approval of that application by the board of
   directors, subsequent to the effective date of the provision, by action of
   disinterested directors taken in compliance with the same procedures as are
   set forth in &#xA7; 13.1-691, and (ii) may be limited by the approving action
   of the board of directors.

C. The articles of incorporation need not set forth any of the corporate powers
enumerated in this chapter.

D. 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 &#xA7; 13.1-604.

HISTORY: Code 1950, § 13.1-49; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1985,
c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517, 541; 2005, c.
765; 2019, c. 734.