Va. Code Ann. § 13.1-760 — Virginia Code / Title 13.1 / Chapter 9 / Article 17 / Section 13.1-760
Amended certificate of authority
Status: in_force

A. A foreign corporation authorized to transact business in the Commonwealth shall obtain an amended certificate of authority from the Commission if it:

1. Changes its corporate name in the jurisdiction of its formation;

2. Changes its jurisdiction of formation; or

3. Abandons or changes the designated name adopted by the foreign corporation for use in the Commonwealth pursuant to subsection B of § 13.1-762 .

B. The requirements of § 13.1-759 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section.

C. Whenever the articles of incorporation of a foreign corporation that is authorized to transact business in the Commonwealth are amended, within 30 days after the amendment becomes effective, the foreign corporation shall file with the Commission a copy of such amendment duly authenticated by the Secretary of State or other official having custody of corporate records in its jurisdiction of formation.

Code 1950, §§ 13.1-112, 13.1-113; 1956, c. 428; 1976, c. 159; 1985, c. 522; 1986, c. 571; 1987, c. 431; 2015, c. 623 ; 2019, c. 734 .
Va. Code Ann. § 13.1-822 — Virginia Code / Title 13.1 / Chapter 10 / Article 3 / Section 13.1-822
(Effective until January 1, 2027) Organization of corporation
Status: in_force

A. After incorporation:

1. If initial directors are named in the articles of incorporation, the initial directors shall hold an organizational meeting, at the call of a majority of the directors, to complete the organization of the corporation by adopting bylaws, appointing officers, and carrying on any other business brought before the meeting or

2. If initial directors are not named in the articles, the incorporator or incorporators shall hold an organizational meeting at the call of a majority of the incorporators:

a. To elect a board of directors and complete the organization of the corporation; or

b. To elect directors who shall complete the organization of the corporation.

B. Action required or permitted by this Act to be taken by incorporators at an organizational meeting may be taken without a meeting if the action taken is evidenced by one or more written consents describing the action taken and signed by each incorporator.

C. An organizational meeting may be held in or out of the Commonwealth.

Code 1950, § 13.1-234; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925 .
Va. Code Ann. § 13.1-1053 — Virginia Code / Title 13.1 / Chapter 12 / Article 10 / Section 13.1-1053
Repealed
Status: repealed

Repealed by Acts 2008, c. 108 , cl. 2, effective April 1, 2009.
Va. Code Ann. § 13.1-1096 — Virginia Code / Title 13.1 / Chapter 12 / Article 16 / Section 13.1-1096
Name
Status: in_force

A. Except as otherwise provided in subsection B, the name of a protected series shall comply with the provisions of § 13.1-1012 .

B. The name of a protected series of a series limited liability company shall:

1. Begin with the name of the series limited liability company, including any words or abbreviation required by subsection A of § 13.1-1012 to designate that the series limited liability company is a limited liability company; and

2. Contain the phrase "protected series" or the abbreviation "P.S." or "PS."

C. If a series limited liability company changes its name, the series limited liability company shall deliver to the Commission for filing a statement of designation change for each protected series of the series limited liability company pursuant to subsection D of § 13.1-1095 .

2019, c. 636 ; 2021, Sp. Sess. I, c. 487 .
Va. Code Ann. § 13.1-855 — Virginia Code / Title 13.1 / Chapter 10 / Article 8 / Section 13.1-855
(Effective until January 1, 2027) Number and election of directors
Status: in_force

A. A board of directors shall consist of one or more individuals, with the number specified in or fixed in accordance with the bylaws, or if not specified in or fixed in accordance with the bylaws, with the number specified in or fixed in accordance with the articles of incorporation. The number of directors may be increased or decreased from time to time by amendment to the bylaws, unless the articles of incorporation provide that a change in the number of directors shall be made only by amendment of the articles of incorporation.

B. The members may adopt a bylaw fixing the number of directors and may direct that such bylaw not be amended by the board of directors.

C. The articles of incorporation or bylaws may establish a variable range for the size of the board of directors by fixing a minimum and maximum number of directors. If a variable range is established, the number of directors may be fixed or changed from time to time, within the minimum and maximum, by the members or the board of directors. However, to the extent that the corporation has members with voting privileges, only the members may change the range for the size of the board of directors or change from a fixed to a variable-range size board or vice versa.

D. Directors shall be elected or appointed in the manner provided in the articles of incorporation. If the corporation has members with voting privileges, directors shall be elected at the first annual members' meeting and at each annual meeting thereafter unless their terms are staggered under § 13.1-858 .

E. No individual shall be named or elected as a director without his prior consent.

Code 1950, § 13.1-220; 1956, c. 428; 1983, c. 393; 1985, c. 522; 2007, c. 925 ; 2010, c. 171 .
Va. Code Ann. § 13.1-1090 — Virginia Code / Title 13.1 / Chapter 12 / Article 16 / Section 13.1-1090
Powers and duration of protected series
Status: in_force

A. A protected series of a series limited liability company has the capacity to sue and be sued in its own name.

B. Except as otherwise provided in subsections C and D, a protected series of a series limited liability company has the same powers and purpose as the series limited liability company.

C. A protected series of a series limited liability company ceases to exist not later than when the series limited liability company ceases to exist.

D. A protected series of a series limited liability company shall not:

1. Be a member of the series limited liability company;

2. Establish a protected series; or

3. Except as permitted by a law of the Commonwealth other than this article, have any purpose or power that the law of the Commonwealth other than this article prohibits a limited liability company from doing or having.

2019, c. 636 .
Va. Code Ann. § 13.1-1119 — Virginia Code / Title 13.1 / Chapter 13 / Section 13.1-1119
Repealed
Status: repealed

Repealed by Acts 2002, ch. 346.
Va. Code Ann. § 13.1-773 — Virginia Code / Title 13.1 / Chapter 9 / Article 18 / Section 13.1-773
Court-ordered inspection
Status: in_force

A. If a corporation does not allow a shareholder who complies with subsection A of § 13.1-771 to inspect and copy any records required by that subsection to be available for inspection, the circuit court in the city or county where the corporation's principal office is located, or, if none in the Commonwealth, where its registered office is located, may summarily order inspection and copying of the records demanded at the corporation's expense upon application of the shareholder.

B. If a corporation does not within a reasonable time allow a shareholder who complies with subsections C and D of § 13.1-771 to inspect and copy the records required by subsection C, the shareholder may apply to the circuit court in the city or county where the corporation's principal office is located, or, if none in the Commonwealth, where its registered office is located, for an order to permit inspection and copying of the records demanded. The court shall dispose of an application under this subsection on an expedited basis.

C. If the court orders inspection and copying of the records demanded, it may impose reasonable restrictions on their confidentiality, use, or distribution by the demanding shareholder. If the court orders inspection and copying of the records demanded, it may also order the corporation to pay the shareholder's expenses incurred to obtain the order if the shareholder proves that the corporation (i) refused inspection without a reasonable basis for doubt about the right of the shareholder to inspect the records demanded or (ii) imposed unreasonable restrictions on the confidentiality, use, or distribution of the records demanded.

1985, c. 522; 2010, c. 782 ; 2019, c. 734 .
Va. Code Ann. § 13.1-653 — Virginia Code / Title 13.1 / Chapter 9 / Article 7 / Section 13.1-653
Distributions to shareholders
Status: in_force

A. The board of directors may authorize and the corporation may make distributions to its shareholders, subject to restriction by the articles of incorporation and the limitation in subsection C.

B. The board of directors may fix the record date for determining shareholders entitled to a distribution. If the board of directors does not fix the record date for determining shareholders entitled to a distribution, other than one involving a purchase, redemption, or other acquisition of the corporation's shares, the record date is the date the board of directors authorizes the distribution.

C. No distribution may be made if, after giving it effect:

1. The corporation would not be able to pay its debts as they become due in the usual course of business; or

2. The corporation's total assets would be less than the sum of its total liabilities plus (unless the articles of incorporation permit otherwise) the amount that would be needed, if the corporation were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of shareholders whose preferential rights are superior to those receiving the distribution.

D. The board of directors may base a determination that a distribution is not prohibited under subsection C either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances. For any public corporation, reliance upon the most recent financial statements that have been prepared in accordance with generally accepted accounting principles in the United States shall be deemed to be reasonable in the circumstances if the financial statements have been audited by independent certified public accountants whose certification does not include a going concern qualification.

E. Except as provided in subsection G, the effect of a distribution under subsection C is measured:

1. In the case of a distribution by purchase, redemption, or other acquisition of the corporation's shares, as of the earlier of (i) the date cash or other property is transferred or debt to a shareholder incurred by the corporation or (ii) the date the shareholder ceases to be a shareholder with respect to the acquired shares;

2. In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed; and

3. In all other cases, as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or (ii) the date payment is made if it occurs more than 120 days after the date of authorization.

F. A corporation's indebtedness to a shareholder incurred by reason of a distribution made in accordance with this section is at parity with the corporation's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.

G. Indebtedness of a corporation, including indebtedness issued as a distribution, is not considered a liability for purposes of determinations under subsection C if its terms provide that payment of principal and interest is made only if and to the extent that payment of a distribution to shareholders could then be made under this section. If such indebtedness is issued as a distribution, each payment of principal or interest is treated as a distribution, the effect of which is measured on the date the payment is actually made.

H. This section shall not apply to distributions in liquidation under Article 16 (§ 13.1-742 et seq.).

Code 1950, §§ 13-206, 13.1-4, 13.1-43, 13.1-62; 1956, c. 428; 1962, c. 14; 1979, c. 175; 1985, c. 522; 2005, c. 765 ; 2019, c. 734 .