                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-803)

As used in this chapter, unless the context requires a different meaning:
		&#8220;Articles of incorporation&#8221; means all documents constituting, at
any particular time, the charter of a corporation. It includes the original
charter issued by the General Assembly, a court or the Commission and all
amendments including certificates of merger, consolidation, or correction. When
the articles of incorporation have been restated pursuant to any articles of
restatement, amendment, domestication, or merger, it includes only the restated
articles of incorporation without the accompanying articles of restatement,
amendment, domestication, or merger. When used with respect to a foreign
corporation, the &#8220;articles of incorporation&#8221; of such entity means
the document that is equivalent to the articles of incorporation of a domestic
corporation.
		&#8220;Board of directors&#8221; means the group of persons vested with the
management of the business of the corporation irrespective of the name by which
such group is designated, and &#8220;director&#8221; means a member of the board
of directors.
		&#8220;Certificate,&#8221; when relating to articles filed with the
Commission, means the order of the Commission that makes the articles effective,
together with the articles.
		&#8220;Commission&#8221; means the State Corporation Commission of Virginia.
		&#8220;Conspicuous&#8221; means so written, displayed, or presented that a
reasonable person against whom the writing is to operate should have noticed it.
For example, text that is italicized, is in boldface, contrasting colors, or
capitals, or is underlined is conspicuous.
		&#8220;Corporation&#8221; or &#8220;domestic corporation&#8221; means a
corporation not authorized by law to issue shares, irrespective of the nature of
the business to be transacted, organized under this chapter or existing pursuant
to the laws of the Commonwealth on January 1, 1986, or that, by virtue of
articles of incorporation, amendment, or merger, has become a domestic
corporation of the Commonwealth, even though also being a corporation organized
under laws other than the laws of the Commonwealth or that has become a domestic
corporation of the Commonwealth pursuant to Article 11.1 (§ 13.1-898.1:1 et
seq.).
		&#8220;Deliver&#8221; or &#8220;delivery&#8221; means any method of delivery
used in conventional commercial practice, including delivery by hand, mail,
commercial delivery, and, if authorized in accordance with § 13.1-810, by
electronic transmission.
		&#8220;Disinterested director&#8221; means a director who, at the time action
is to be taken under § 13.1-871, 13.1-878, or 13.1-880, does not have (i) a
financial interest in a matter that is the subject of such action or (ii) a
familial, financial, professional, employment, or other relationship with a
person who has a financial interest in the matter, either of which would
reasonably be expected to affect adversely the objectivity of the director when
participating in the action, and if the action is to be taken under § 13.1-878
or 13.1-880, is also not a party to the proceeding. The presence of one or more
of the following circumstances shall not by itself prevent a person from being a
disinterested director: (a) nomination or election of the director to the
current board by any person, acting alone or participating with others, who is
so interested in the matter or (b) service as a director of another corporation
of which an interested person is also a director.
		&#8220;Document&#8221; means (i) any tangible medium on which information is
inscribed, and includes any writing or written instrument, or (ii) an electronic
record.
		&#8220;Domestic,&#8221; with respect to an entity, means an entity governed as
to its internal affairs by the organic law of the Commonwealth.
		&#8220;Domestic business trust&#8221; has the same meaning as specified in §
13.1-1201.
		&#8220;Domestic limited liability company&#8221; has the same meaning as
specified in § 13.1-1002.
		&#8220;Domestic limited partnership&#8221; has the same meaning as specified
in § 50-73.1.
		&#8220;Domestic partnership&#8221; means an association of two or more persons
to carry on as co-owners of a business for profit formed under § 50-73.88 or
predecessor law of the Commonwealth and includes, for all purposes of the laws
of the Commonwealth, a registered limited liability partnership.
		&#8220;Domestic stock corporation&#8221; has the same meaning as
&#8220;domestic corporation&#8221; as specified in § 13.1-603.
		&#8220;Effective date,&#8221; when referring to a document for which
effectiveness is contingent upon issuance of a certificate by the Commission,
means the time and date determined in accordance with § 13.1-806.
		&#8220;Effective date of notice&#8221; is defined in § 13.1-810.
		&#8220;Electronic&#8221; means relating to technology having electrical,
digital, magnetic, wireless, optical, electromagnetic, or similar capabilities.
		&#8220;Electronic record&#8221; means information that is stored in an
electronic or other medium and is retrievable in paper form through an automated
process used in conventional commercial practice, unless otherwise authorized in
accordance with subsection J of § 13.1-810.
		&#8220;Electronic transmission&#8221; or &#8220;electronically
transmitted&#8221; means any form or process of communication, not directly
involving the physical transfer of paper or other tangible medium, that (i) is
suitable for the retention, retrieval, and reproduction of information by the
recipient, and (ii) is retrievable in paper form by the recipient through an
automated process used in conventional commercial practice, unless otherwise
authorized in accordance with subsection J of § 13.1-810.
		&#8220;Eligible entity&#8221; means a domestic or foreign unincorporated
entity or a domestic or foreign stock corporation.
		&#8220;Eligible interests&#8221; means interests or shares.
		&#8220;Employee&#8221; includes, unless otherwise provided in the bylaws, an
officer but not a director. A director may accept duties that make the director
also an employee.
		&#8220;Entity&#8221; includes any domestic or foreign corporation; any
domestic or foreign stock corporation; any domestic or foreign unincorporated
entity; any estate or trust; and any state, the United States, and any foreign
government.
		&#8220;Entity conversion&#8221; means conversion. A certificate of entity
conversion is the same as a certificate of conversion.
		&#8220;Foreign,&#8221; with respect to an entity, means an entity governed as
to its internal affairs by the organic law of a jurisdiction other than the
Commonwealth.
		&#8220;Foreign business trust&#8221; has the same meaning as specified in §
13.1-1201.
		&#8220;Foreign corporation&#8221; means a corporation not authorized by law to
issue shares, organized under laws other than the laws of the Commonwealth.
		&#8220;Foreign limited liability company&#8221; has the same meaning as
specified in § 13.1-1002.
		&#8220;Foreign limited partnership&#8221; has the same meaning as specified in
§ 50-73.1.
		&#8220;Foreign partnership&#8221; means an association of two or more persons
to carry on as co-owners of a business for profit formed under the laws of any
state or jurisdiction other than the Commonwealth, and includes, for all
purposes of the laws of the Commonwealth, a foreign registered limited liability
partnership.
		&#8220;Foreign registered limited liability partnership&#8221; has the same
meaning as specified in § 50-73.79.
		&#8220;Foreign stock corporation&#8221; has the same meaning as &#8220;foreign
corporation&#8221; as specified in § 13.1-603.
		&#8220;Foreign unincorporated entity&#8221; means a foreign partnership,
foreign limited liability company, foreign limited partnership, or foreign
business trust.
		&#8220;Government subdivision&#8221; includes authority, county, district, and
municipality.
		&#8220;Includes&#8221; denotes a partial definition.
		&#8220;Incorporation surrender&#8221; has the same meaning as specified in §
13.1-898.1:1. A certificate of incorporation surrender is the same as a
certificate of domestication.
		&#8220;Individual&#8221; means a natural person.
		&#8220;Interest&#8221; means either or both of the following rights under the
organic law of a foreign or domestic unincorporated entity:

1. The right to receive distributions from the entity either in the ordinary
course or upon liquidation; or

2. The right to receive notice or vote on issues involving its internal affairs,
other than as an agent, assignee, proxy, or person responsible for managing its
business and affairs.
			&#8220;Jurisdiction of formation&#8221; means the state or country the law of
which includes the organic law governing a domestic or foreign corporation or
eligible entity.
			&#8220;Means&#8221; denotes an exhaustive definition.
			&#8220;Member&#8221; means one having a membership interest in a corporation
in accordance with the provisions of its articles of incorporation or bylaws.
			&#8220;Membership interest&#8221; means the interest of a member in a
domestic or foreign corporation, including voting and all other rights
associated with membership.
			&#8220;Organic document&#8221; means the document, if any, that is filed of
public record to create an unincorporated entity. Where an organic document has
been amended or restated, the term means the organic document as last amended or
restated.
			&#8220;Organic law&#8221; means the statute governing the internal affairs of
a domestic or foreign corporation or eligible entity.
			&#8220;Person&#8221; includes an individual and an entity.
			&#8220;Principal office&#8221; means the office, in or out of the
Commonwealth, where the principal executive offices of a domestic or foreign
corporation are located, or, if there are no such offices, the office, in or out
of the Commonwealth, so designated by the board of directors. The designation of
the principal office in the most recent annual report filed pursuant to &#xA7;
13.1-936 shall be conclusive for purposes of this chapter.
			&#8220;Proceeding&#8221; includes civil suit and criminal, administrative and
investigatory action conducted by a governmental agency.
			&#8220;Protected series&#8221; has the same meaning as specified in &#xA7;
13.1-1002.
			&#8220;Record date&#8221; means the date established under Article 7 (&#xA7;
13.1-837 et seq.) of this chapter on which a corporation determines the identity
of its members and their membership interests for purposes of this chapter. The
determination shall be made as of the close of business at the principal office
of the corporation on the record date unless another time for doing so is
specified when the record date is fixed.
			&#8220;Registered limited liability partnership&#8221; has the same meaning
as specified in &#xA7; 50-73.79.
			&#8220;Shares&#8221; has the same meaning as specified in &#xA7; 13.1-603.
			&#8220;Sign&#8221; or &#8220;signature&#8221; means, with present intent to
authenticate or adopt a document: (i) to execute or adopt a tangible symbol to a
document, and includes any manual, facsimile, or conformed signature; or (ii) to
attach to or logically associate with an electronic transmission an electronic
sound, symbol, or process, and includes an electronic signature in an electronic
transmission.
			&#8220;State&#8221; when referring to a part of the United States, includes a
state, commonwealth, and the District of Columbia, and their agencies and
governmental subdivisions; and a territory or insular possession, and their
agencies and governmental subdivisions, of the United States.
			&#8220;Transact business&#8221; includes the conduct of affairs by any
corporation that is not organized for profit.
			&#8220;Unincorporated entity&#8221; or &#8220;domestic unincorporated
entity&#8221; means a domestic partnership, limited liability company, limited
partnership, or business trust.
			&#8220;United States&#8221; includes any district, authority, bureau,
commission, department, or any other agency of the United States.
			&#8220;Voting group&#8221; means all members of one or more classes that
under the articles of incorporation or this chapter are entitled to vote and be
counted together collectively on a matter at a meeting of members. All members
entitled by the articles of incorporation or this chapter to vote generally on
the matter are for that purpose a single voting group.
			&#8220;Voting power&#8221; means the current power to vote in the election of
directors.
			&#8220;Writing&#8221; or &#8220;written&#8221; means any information in the
form of a document.

HISTORY: Code 1950, § 13.1-202; 1956, c. 428; 1985, c. 522; 1997, c. 801; 2002,
c. 285; 2007, c. 925; 2010, c. 171; 2012, c. 706; 2021, Sp. Sess. I, c. 487;
2022, c. 82.