dcrodriguez/Code-of-Virginia huggingface dataset:
Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 4 (SUBORDINATE EMPLOYEES OF THE COMMISSION)
§ 12.1-20. Facts to be certified by clerk upon request; signing and sealing; fees.
The clerk of the Commission shall, when requested, certify any one or more of the following facts:

1. That a named domestic corporation is organized and existing under and by virtue of the laws of the Commonwealth and whether it is in good standing.

2. That a named foreign corporation of a named state or other jurisdiction is authorized to transact business in the Commonwealth and whether it is in good standing in the Commonwealth.

3. That a particular security has or has not been registered for sale in the Commonwealth pursuant to the provisions of the Securities Act (§ 13.1-501 et seq.).

4. That a statement or other document required or permitted by law to be filed in the office of the clerk of the Commission has not been filed in that office.

5. The existence or nonexistence of any other fact appearing from the official records of the Commission, unless the disclosure of such fact is forbidden by law, regulation, or legal privilege.

The certificate shall be signed by the clerk or by a member of the clerk's staff and shall be sealed with the seal of the Commission, or a facsimile thereof. Any signature may be a facsimile. When so sealed, the certificate shall be admitted in evidence in all cases, civil and criminal, as prima facie evidence of the facts contained in it.

For each certificate, the clerk shall charge and collect fees pursuant to § 12.1-21.1 or subsection C of § 12.1-21.2.

Code 1950, § 12-41.1; 1962, c. 219; 1971, Ex. Sess., c. 157; 1982, c. 564; 1985, c. 522; 1991, c. 123; 2001, c. 545; 2002, c. 1; 2010, c. 669; 2015, c. 446.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 4 (SUBORDINATE EMPLOYEES OF THE COMMISSION)
§ 12.1-21. Repealed.
Repealed by Acts 2000, c. 1007, effective July 1, 2001.
Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 4 (SUBORDINATE EMPLOYEES OF THE COMMISSION)
§ 12.1-21.1. Fees to be charged by clerk for certain information and certificates.
A. When a request made under subdivision A 3 of § 12.1-19 or under § 12.1-20 relates to the Uniform Commercial Code, or when a request for information is made under Title 8.9A, the clerk of the Commission shall charge and collect, except as otherwise provided in subsection C of § 12.1-21.2, the fees as are fixed by Commission order or rule.

B. Any response or certificate shall be signed by the clerk or a member of his staff. Any signature may be a facsimile.

C. Any certificate to which the seal of the Commission, or a facsimile thereof, is affixed shall be admitted in evidence in all cases, civil and criminal, as prima facie evidence of the facts contained in it.

D. No action shall be brought against the Commission or any member of its staff claiming damages for alleged errors or omissions in any response or certificate.

E. Notwithstanding the provisions of § 8.9A-525, if the Commission determines that a person was falsely identified as a debtor in a financing statement filed in the office of its clerk, it may waive payment of the fees for that person to file a termination statement pursuant to subdivision (d)(2) of § 8.9A-509 and an information statement pursuant to § 8.9A-518.

2000, c. 1007; 2001, c. 545; 2002, c. 1; 2005, c. 308; 2007, c. 239; 2010, c. 669; 2013, c. 757; 2017, c. 486.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 4 (SUBORDINATE EMPLOYEES OF THE COMMISSION)
§ 12.1-21.2. Miscellaneous charges.
A. For making up, certifying and transmitting a record on appeal the clerk shall charge and collect $50.

B. Except as otherwise provided by law, the Commission may charge and collect the fees as are fixed by order or rule for furnishing and certifying a copy of any document or any information from its records and may charge and collect reasonable fees for providing records from an electronic data processing system, computer database, or any other structured collection of data. Such fees, when collected, shall be set aside and paid into the special fund created under § 13.1-775.1.

C. In addition to other fees prescribed by law, the Commission may charge and collect fees for (i) requested expedited or special handling of business entity or Uniform Commercial Code filings processed in its Clerk's Office, (ii) requested expedited provision of copies of records in its Clerk's Office, or (iii) requested expedited provision of services, or the issuance of certificates, pursuant to subdivision A 3 of § 12.1-19, or under § 12.1-20 or § 12.1-21.1. Such fees, when collected, shall be set aside and paid into the special fund created under § 13.1-775.1.

2001, c. 545; 2002, c. 1; 2006, c. 192; 2010, c. 669; 2017, c. 486.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 4 (SUBORDINATE EMPLOYEES OF THE COMMISSION)
§ 12.1-22. Repealed.
Repealed by Acts 1991, c. 123.
Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 4 (SUBORDINATE EMPLOYEES OF THE COMMISSION)
§ 12.1-23. Duties and powers of bailiff and deputy bailiff.
The bailiff and deputy bailiffs of the Commission shall, in all matters within the jurisdiction of the Commission, have the powers, discharge the functions, and perform the duties of a sheriff or sergeant under the law, shall preserve order during the public sessions of the Commission, and may make arrests and serve and make return on any writ or process awarded by the Commission, and execute any writ, order, or process of execution awarded upon the findings or judgments of the Commission in any matter within its jurisdiction.

Code 1950, § 12-43; 1971, Ex. Sess., c. 157; 1981, c. 100.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 4 (SUBORDINATE EMPLOYEES OF THE COMMISSION)
§ 12.1-24. Bonds of members of staff.
The Commission may obtain one or more blanket bonds covering members of its staff conditioned for the faithful and lawful performance of their official duties. The surety shall be a surety company authorized to transact business in Virginia. A member of the staff of the Commission who is covered by a blanket bond to the extent of $20,000 shall not be required to furnish a separate bond.

Code 1950, § 12-45; 1968, c. 51; 1971, Ex. Sess., c. 157.
Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-25. Rules of practice and procedure.
The Commission shall prescribe its own rules of practice and procedure not inconsistent with those made by the General Assembly. Such rules shall be printed and entered upon the records of the Commission. Copies of such rules shall be furnished to county and city clerks and to any citizen of this Commonwealth who makes application therefor.

Code 1950, § 12-49; 1971, Ex. Sess., c. 157.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-26. Public sessions.
The sessions of the Commission for the hearing of any complaint, proceeding, contest, or controversy instituted or pending before it, whether of its own motion or otherwise, shall be public, and its findings, decisions, and judgments shall be made public forthwith.

Code 1950, § 12-51; 1971, Ex. Sess., c. 157.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-27. Commonwealth to be complainant, etc.; parties entitled to process.
In all complaints, proceedings, contests, or controversies by or before the Commission instituted by the Commonwealth or by the Commission of its own motion, the Commonwealth shall be complainant, and the party against whom the complaint is preferred, or the proceeding instituted, shall be the defendant. Any party complainant or defendant in any complaint, proceeding, contest, or controversy shall be entitled to process, to convene parties, compel the attendance of witnesses, or the production of books, papers, and documents in any proceeding or hearing before the Commission.

Code 1950, § 12-52; 1971, Ex. Sess., c. 157.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-28. Notice and hearing.
Before promulgating any general order, rule, or regulation, the Commission shall give reasonable notice of its contents and shall afford interested persons having objections thereto an opportunity to present evidence and be heard. Every such order and notice of every such rule or regulation finally adopted by the Commission shall be published in the next annual report of the Commission, and a copy of the order, rule or regulation shall be delivered by the Commission to every person affected by it who requests a copy and copies shall be available to the public by application therefor to the Commission. This section shall control in the event it is deemed inconsistent with other provisions of law.

Before the Commission shall enter any finding, order, or judgment against any person, it shall afford such person reasonable notice of the time and place at which he shall be afforded an opportunity to introduce evidence and be heard.

Code 1950, § 12-54; 1971, Ex. Sess., c. 157; 1994, c. 15.
Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-29. Writs and process.
All writs, processes, and orders of the Commission shall run in the name of the Commonwealth, and shall be attested by its clerk, and shall be directed to its bailiff, and may be served, executed, and returned by the said bailiff, in any city or county of this Commonwealth, or by the sheriff, or any constable, of any city or county in this Commonwealth within his bailiwick. All writs, notices, processes, or orders of the Commission may be served, executed, and returned in like manner and upon like persons or property as the processes, writs, notices, or orders of the courts of record of this Commonwealth, and when so served, executed, and returned shall have the like legal effect.

Code 1950, § 12-56; 1971, Ex. Sess., c. 157.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-30. Rules of evidence to be as in courts of record.
The Commission, on hearing of all complaints, proceedings, contests or controversies, in which it shall be called upon to decide or render judgment in its capacity as a court of record, shall observe and administer the common and statute law rules of evidence as observed and administered by the courts of the Commonwealth.

Code 1950, § 12-57; 1971, Ex. Sess., c. 157.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-30.1. Meetings and communications between commissioners and parties or staff.
The Commission shall after public hearing, promulgate rules of practice and procedure pursuant to § 12.1-25 controlling meetings and communications between commissioners and any party, or between commissioners and staff concerning any fact or issue arising out of a proceeding involving the regulation of rates, charges, services or facilities of railroad, telephone, gas, electric, water, or sewer companies. The rules shall provide, among other provisions, that no commissioner shall consult with any party or any person acting on behalf of any party with respect to such proceeding without giving adequate notice and opportunity for all parties to participate.

1979, c. 343; 2016, cc. 191, 283.
Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-31. Hearing examiners; powers and duties; reports to be furnished to parties; responses by parties.
The Commission may appoint by written order hearing examiners, whose duties shall be defined in such order and who shall have all the inquisitorial powers and the right to require the appearance of witnesses and parties now possessed by the Commission. Hearing examiners may make either special investigations and reports for the information of the Commission, or, if so directed in such order, may conduct the hearing of any cause within the jurisdiction of the Commission, taking evidence upon such notice as is required. All hearing examiners shall report their findings to the Commission, and file therewith the testimony and exhibits received by them. The recommendations of such examiners shall be advisory only, and shall not preclude the Commission from taking further evidence.

A copy of the examiner's report shall be furnished to all parties to the proceeding in which the report is filed. The parties shall be allowed a reasonable time in which to respond and such responses shall become part of the record to be considered by the Commission in making a decision.

Code 1950, § 12-46; 1971, Ex. Sess., c. 157; 1978, c. 394; 1980, c. 247.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-32. Costs, fees, and expenses.
The authority of the Commission with respect to costs, fees, and expenses shall be the same as that of courts of record of this Commonwealth.

Code 1950, §§ 12-59, 12-60; 1971, Ex. Sess., c. 157.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-33. Fine for disobedience of Commission orders.
Any individual or business conducted by any entity other than an individual failing or refusing to obey any order or any temporary or permanent injunction of the Commission may be fined by the Commission such sum, not exceeding $5,000 in the case of an individual or $10,000 in the case of a business conducted by any entity other than an individual, as the Commission may deem proper; and each day's continuance of such failure or refusal shall be a separate offense. Should the operation of such order be suspended pending an appeal therefrom, the period of such suspension shall not be computed against the person, individual, or business in the matter of the liability to fines or penalties.

Code 1950, § 12-18; 1971, Ex. Sess., c. 157; 2000, c. 986.
Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-34. Punishment for contempt.
The Commission shall have the power to punish for contempt by fine not exceeding $1,000 or by confinement not exceeding six months, or by both, any person duly summoned to appear and testify before the Commission who fails or refuses to appear and testify, without lawful excuse, or who refuses to answer any proper question propounded to him by the Commission in the discharge of its duty or who conducts himself in a rude, disrespectful, or disorderly manner before the Commission or any of the commissioners deliberating in the discharge of duty in public session. Any person punished for contempt by confinement may be committed by the Commission to the jail of any city or county of this Commonwealth. The jailer thereof shall receive the person upon the commitment of the Commission attested by its clerk, and shall confine the person for the term of imprisonment specified in the commitment. The jailer shall receive for the board of any person so committed the same allowance made by law for other persons confined in the jail.

Code 1950, § 12-21; 1971, Ex. Sess., c. 157; 1991, c. 710.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-35. Judgments to be in favor of Commonwealth.
All judgments of the Commission shall be entered in favor of the Commonwealth and when collected shall be paid by the clerk of the Commission into the treasury of Virginia.

Code 1950, § 12-17; 1971, Ex. Sess., c. 157.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-36. Time judgment takes effect; interest.
The judgments of the Commission for fines or penalties, or for the recovery of money, shall take effect as of the date thereof, and when allowed by the Commission, the judgment shall bear interest from that date.

Code 1950, § 12-61; 1971, Ex. Sess., c. 157.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-37. Lien of judgment; docketing.
The judgments of the Commission for the recovery of money, fines, or penalties shall be a lien on the real estate of the judgment debtor when duly docketed and indexed in the judgment lien docket, as the judgments of courts of record are required by law to be docketed and indexed, in the county or city in which the real estate of the judgment debtor is located, and the lien of any such judgment may be enforced in equity before any court having jurisdiction. The clerks of the courts of the several cities and counties shall docket all such judgments on the lien docket of their respective courts when a copy thereof, certified by the clerk of the Commission, shall be presented for that purpose.

Code 1950, § 12-62; 1971, Ex. Sess., c. 157.
Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-38. Concurrent jurisdiction of Commission and courts.
Nothing in this title or in Title 56 shall be construed to take away or impair the jurisdiction of any court of this Commonwealth to hear and determine any proceeding, suit or motion of which it has jurisdiction, for the enforcement of any fine or penalty against any corporation under the laws of this Commonwealth, but the powers and jurisdiction of the Commission to hear, determine and enforce such fines and penalties shall be construed to be concurrent.

Code 1950, § 12-2; 1971, Ex. Sess., c. 157.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-39. Appeals generally.
The Commonwealth, any party in interest, or any party aggrieved by any final finding, decision settling the substantive law, order, or judgment of the Commission shall have, of right, an appeal to the Supreme Court irrespective of the amount involved; provided, however, that the petition for such appeal shall be filed with the Clerk of the Supreme Court within 120 days from the final judgment or finding of the State Corporation Commission; and provided further that an appeal bond is filed pursuant to § 8.01-676.1.

No other court of the Commonwealth shall have jurisdiction to review, reverse, correct, or annul any action of the Commission or to enjoin or restrain it in the performance of its official duties; provided, however, that the writs of mandamus and prohibition shall lie from the Supreme Court to the Commission.

The Commission shall, whenever an appeal is taken therefrom, file in the record of the case a statement of the reasons upon which the action appealed from was based.

Code 1950, § 12-63; 1971, Ex. Sess., c. 157; 1977, c. 624; 2017, c. 651.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-40. Method of taking and prosecuting appeals.
All appeals from the State Corporation Commission shall be taken and perfected, and the clerk of the Commission shall make up and transmit the record on appeal, within 120 days from the date of the finding, order, or judgment appealed from. The method of taking and prosecuting any appeal from the Commission shall be as provided by the rules of the Supreme Court.

Code 1950, § 12-63; 1971, Ex. Sess., c. 157; 2017, c. 651.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-41. Petitions for writs of supersedeas.
Upon petition of the Commonwealth, any party in interest, or any party aggrieved, the Supreme Court may award a writ of supersedeas to any final finding, order, or judgment of the Commission. Any such petition shall be presented within 120 days from the date of such final finding, order, or judgment.

Code 1950, § 12-63; 1971, Ex. Sess., c. 157; 2017, c. 651.
Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-42. Repealed.
Repealed by Acts 1977, c. 624.

Code of Virginia — Title 12.1 (State Corporation Commission), Chapter 5 (PROCEDURE BEFORE THE COMMISSION AND APPEALS)
§ 12.1-43. Tax assessments, registration fee assessments, report forms, and correspondence mailed by Commission deemed delivered.
Tax assessments, registration fee assessments, report forms, and correspondence directed to a corporation, limited liability company, limited partnership, registered limited liability partnership or business trust and mailed by the Commission by first-class mail addressed to the registered agent of the corporation, limited liability company, limited partnership, registered limited liability partnership or business trust at its registered office shall be deemed to have been delivered to the entity.

If the corporation, limited liability company, limited partnership, registered limited liability partnership or business trust has no registered agent, such mailing shall be deemed to have been delivered to the entity when mailed by the Commission by first-class mail addressed to the entity at its principal office address or when mailed or delivered in person to any director, the president, vice-president, secretary or any equivalent officer of the corporation, any member or manager of the limited liability company, any general partner of the limited partnership or registered limited liability partnership, or any trustee of the business trust. The names and addresses of such persons and the principal office addresses on record with the Commission shall be conclusive for the purposes of this section.

1971, Ex. Sess., c. 157; 1985, c. 522; 2000, c. 58; 2003, c. 373; 2007, c. 631; 2010, c. 675.
Code of Virginia — Title 13.1 (Corporations), Chapter 1 (STOCK CORPORATIONS [Repealed])
§ 13.1-1. Repealed.
Repealed by Acts 1985, c. 522, effective January 1, 1986.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-801. Short title.
This chapter shall be known as the Virginia Nonstock Corporation Act or the "Act."

Code 1950, § 13.1-201; 1956, c. 428; 1985, c. 522; 2007, c. 925.

Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-802. Reservation of power to amend or repeal.
The General Assembly shall have power to amend or repeal all or part of this Act at any time, and all domestic and foreign corporations subject to this Act shall be governed by the amendment or repeal.

Code 1950, § 13.1-291; 1956, c. 428; 1985, c. 522; 2007, c. 925.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-804.1. Filing with the Commission pursuant to reorganization.
A. Notwithstanding anything to the contrary contained in § 13.1-804, 13.1-819, 13.1-896, or 13.1-904, whenever, pursuant to any applicable statute of the United States relating to reorganizations of corporations, a plan of reorganization of a corporation has been confirmed by the decree or order of a court of competent jurisdiction, the corporation may, without action by the board of directors or members to carry out the plan of reorganization ordered or decreed by such court of competent jurisdiction under federal statute, put into effect and carry out the plan and decrees of the court relative thereto (i) through an amendment or amendments to the corporation's articles of incorporation containing terms and conditions permitted by this Act, (ii) through a plan of merger, or (iii) through dissolution.

B. The individual or individuals designated by the court shall file with the Commission articles of amendment, merger, or dissolution, which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:

1. The name of the corporation;

2. The text of each amendment, plan of merger, or dissolution approved by the court;

3. The date of the court's order or decree approving the articles of amendment, plan of merger, or dissolution;

4. The title of the reorganization proceeding in which the order or decree was entered; and

5. A statement that the court had jurisdiction of the proceeding under federal statute.

C. If the Commission finds that the articles of amendment, merger, or dissolution comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, merger, or dissolution.

D. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.

2007, c. 925.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-805. Issuance of certificate by Commission; recordation of documents.
A. Whenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission to evidence the effectiveness of the document, the Commission shall by order issue the certificate if it finds that the document complies with the requirements of law and that all required fees have been paid. The Commission shall admit any such certificate to record in its office.

B. Whenever the Commission is directed to admit any document to record in its office, it shall cause it to be spread upon its record books or to be recorded or reproduced in any other manner the Commission may deem suitable. Except as otherwise provided by law, the Commission may furnish information from and provide access to any of its records by any means the Commission may deem suitable.

Code 1950, § 13.1-288; 1956, c. 428; 1982, c. 375; 1984, c. 295; 1985, c. 522; 1986, c. 231; 1987, c. 183; 1988, c. 405; 1989, c. 152.

Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-806. Effective time and date of document.
A. Except as otherwise provided in § 13.1-807, a certificate issued by the Commission is effective at the time such certificate is issued, unless the certificate relates to articles filed with the Commission and the articles state that the certificate shall become effective at a later time or date specified in the articles. In that event the certificate shall become effective at the earlier of the time and date so specified or 11:59 p.m. on the fifteenth day after the date on which the certificate is issued by the Commission. If a delayed effective date is specified, but no time is specified, the effective time shall be 12:01 a.m. on the date specified. Any other document filed with the Commission shall be effective when accepted for filing unless otherwise provided for in this chapter.

B. Notwithstanding subsection A, any certificate that has a delayed effective time or date shall not become effective if, prior to the effective time and date, a statement of cancellation signed by each party to the articles to which the certificate relates is delivered to the Commission for filing. If the Commission finds that the statement of cancellation complies with the requirements of law, it shall, by order, cancel the certificate.

C. A statement of cancellation shall contain:

1. The name of the corporation;

2. The name of the articles and the date on which the articles were filed with the Commission;

3. The time and date on which the Commission's certificate becomes effective; and

4. A statement that the articles are being canceled in accordance with this section.

D. Notwithstanding subsection A, for purposes of §§ 13.1-829 and 13.1-924, any certificate that has a delayed effective date shall be deemed to be effective when the certificate is issued.

E. For articles with a delayed effective date and time, the effective date and time shall be Eastern Time.

1985, c. 522; 2007, c. 925; 2021, Sp. Sess. I, c. 487.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-807. Correcting filed articles.
A. Articles filed with the Commission may be corrected if (i) the articles contain an inaccuracy; (ii) the articles were not properly authorized or defectively signed, attested, sealed, verified, or acknowledged; or (iii) the electronic transmission of the articles to the Commission was defective.

B. Articles are corrected by filing with the Commission articles of correction that:

1. Set forth the name of the corporation prior to filing;

2. Describe the articles to be corrected, including their effective date;

3. Specify the inaccuracy or defect to be corrected;

4. Correct the inaccuracy or defect; and

5. State that the board of directors authorized the correction and the date of such authorization.

C. If the Commission finds that the articles of correction comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of correction. Upon the issuance of a certificate of correction by the Commission, the articles of correction shall become effective as of the effective date and time of the articles they correct except as to persons relying on the uncorrected articles and adversely affected by the correction. As to those persons, articles of correction are effective upon the issuance of the certificate of correction.

D. No articles of correction shall be accepted by the Commission when received more than 30 days after the effective date of the certificate relating to the articles to be corrected.

1985, c. 522; 2007, c. 925; 2008, cc. 91, 509; 2021, Sp. Sess. I, c. 487.

Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-808. Evidentiary effect of copy of filed document.
A certificate attached to a copy of any document admitted to the records of the Commission, bearing the signature of the clerk of the Commission or a member of the staff of the office of the clerk, which in either case may be in facsimile, and the seal of the Commission, which may be in facsimile, is conclusive evidence that the document has been admitted to the records of the Commission.

1985, c. 522; 2007, c. 925.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-809. Certificate of good standing.
A. Anyone may apply to the Commission to furnish a certificate of good standing for a domestic or foreign corporation.

B. The certificate of good standing shall state that the corporation is in good standing in the Commonwealth and shall set forth:

1. The domestic corporation's corporate name or the foreign corporation's corporate name and, if applicable, the designated name adopted for use in the Commonwealth;

2. That (i) the domestic corporation is duly incorporated under the law of the Commonwealth, the date of its incorporation, which is the original date of incorporation or formation of the domesticated or converted corporation if the corporation was domesticated from a foreign jurisdiction or was converted from a domestic eligible entity, and the period of its duration if less than perpetual or (ii) the foreign corporation is authorized to transact business in the Commonwealth; and

3. If requested, a list of all certificates relating to articles filed with the Commission that have been issued by the Commission with respect to such corporation and their respective effective dates.

C. A domestic corporation or a foreign corporation authorized to transact business in the Commonwealth shall be deemed to be in good standing if:

1. All fees, fines, penalties, and interest assessed, imposed, charged, or to be collected by the Commission pursuant to this chapter have been paid;

2. An annual report required by § 13.1-936 has been delivered to and accepted by the Commission; and

3. No certificate of dissolution, certificate of withdrawal, or order of reinstatement prohibiting the domestic corporation from engaging in business until it changes its corporate name has been issued or such certificate or prohibition has not become effective or no longer is in effect.

D. The certificate may state any other facts of record in the office of the clerk of the Commission that may be requested by the applicant.

E. Subject to any qualification stated in the certificate, a certificate of good standing issued by the Commission may be relied upon as conclusive evidence that the domestic or foreign corporation is in good standing in the Commonwealth.

1985, c. 522; 1988, c. 405; 1993, c. 60; 2006, c. 663; 2007, c. 925; 2021, Sp. Sess. I, c. 487.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-810.1. Number of members.
A. For purposes of this Act, the following identified as a member in a corporation's current record of members constitutes one member:

1. Two or more persons who together have a single membership interest in the corporation;

2. A corporation, limited liability company, partnership, limited partnership, business trust, trust, estate, or other entity; or

3. The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.

B. For purposes of this Act, membership interests registered in substantially similar names constitute one member if it is reasonable to believe that the names represent the same person.

2007, c. 925; 2015, c. 623.

Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-811. Penalty for signing false documents.
A. It shall be unlawful for any person to sign a document which he knows is false in any material respect with intent that the document be delivered to the Commission for filing.

B. Anyone who violates the provisions of this section shall be guilty of a Class 1 misdemeanor.

Code 1950, § 13.1-295; 1958, c. 506; 1975, c. 500; 1985, c. 522; 2007, c. 925.

Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-812. Unlawful to transact or offer to transact business as a corporation unless authorized.
It shall be unlawful for any person to transact business in the Commonwealth as a corporation or to offer or advertise to transact business in the Commonwealth as a corporation unless the alleged corporation is either a domestic corporation or a foreign corporation authorized to transact business in the Commonwealth. Any person who violates this section shall be guilty of a Class 1 misdemeanor.

Code 1950, § 13.1-296; 1958, c. 565; 1981, c. 320; 1985, c. 522; 2007, c. 925.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-813. Hearing and finality of Commission action; injunctions.
A. The Commission shall have no power to grant a hearing with respect to any certificate issued by the Commission with respect to any articles filed with the Commission except on a petition by a member or director, filed with the Commission and the corporation within 30 days after the effective date of the certificate, in which the member or director asserts that the certification of corporate action contained in the articles contains a misstatement of a material fact as to compliance with statutory requirements, specifying the particulars thereof. After hearing, on notice in writing to the corporation and the member or director, the Commission shall determine the issues and revoke or refuse to revoke its order accordingly.

B. No court within or without the Commonwealth shall have jurisdiction to enjoin or delay the holding of any meeting of directors or members for the purpose of authorizing or consummating any amendment, merger, domestication, or termination of corporate existence, or the execution or filing with the Commission of any articles or other documents for such purpose, except pursuant to subsection D of § 13.1-845 or for fraud. No court within or without the Commonwealth, except the Supreme Court by way of appeal as authorized by law, shall have jurisdiction to review, reverse, correct or annul any action of the Commission, within the scope of its authority, with regard to any articles, certificate, order, objection or petition, or to suspend or delay the execution or operation thereof, or to enjoin, restrain or interfere with the Commission in the performance of its official duties.

C. Notwithstanding any provision of subsection A to the contrary, the Commission shall have the power to act upon a petition filed by a corporation at any time to correct Commission records so as to eliminate the effects of clerical errors and of filings made by a person or persons without authority to act for the corporation, or of its own motion to correct Commission records so as to eliminate the effects of clerical errors committed by its staff.

Code 1950, § 13.1-287; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925; 2008, c. 91; 2010, c. 171; 2015, c. 623.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-814. Shares of stock and dividends prohibited.
A corporation shall not issue shares of stock. No dividend shall be paid and no part of the income of a corporation shall be distributed to its members, directors or officers, except that a corporation may make distributions to another nonprofit corporation that is a member of such corporation or has the power to appoint one or more of its directors. A corporation may pay compensation in a reasonable amount to its members, directors or officers for services rendered, including pensions, may confer benefits upon its members in conformity with its purposes, and may make distributions to its members or others as permitted by this Act upon dissolution or final liquidation and no such payment, benefit or distribution shall be deemed to be a dividend or a distribution of income.

Code 1950, § 13.1-229; 1956, c. 428; 1985, cc. 380, 522.

Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-814.1. Special provisions for community associations.
A. As used in this section, "community association" shall mean a corporation incorporated under this chapter or under former Chapter 2 of this title which 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 corporation.

B. Notwithstanding the requirements of §§ 13.1-851, 13.1-852, 13.1-855, 13.1-856, 13.1-857, 13.1-858 and 13.1-862, the provisions set forth in those sections need not be set forth in the articles of incorporation of a community association and shall be effective if set forth in the bylaws.

C. Notwithstanding the provisions of §§ 13.1-855, 13.1-856, 13.1-892 and 13.1-899, the provisions of the bylaws of any community association in existence on or before January 1, 1986, shall continue to govern (i) the procedures for and election of members of the board of directors, (ii) the amendment of the bylaws, (iii) the sale, release, exchange or disposition of all or substantially all of the corporation's property, whether or not in the usual and regular course of business, and (iv) the corporation's ability to mortgage, pledge, or dedicate to repayment of indebtedness, or otherwise encumber its property; provided, that the community association may, in accordance with its current articles of incorporation and bylaws, vote to amend its corporate documents to become subject to §§ 13.1-855, 13.1-856, 13.1-892 and 13.1-899.

1986, c. 532.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-815.1. Charter and entrance fees for corporations.
A. Every domestic corporation, upon the granting of its charter or upon domestication, shall pay a charter fee in the amount of $50 into the state treasury, and every foreign corporation shall pay an entrance fee of $50 into the state treasury for its certificate of authority to transact business in the Commonwealth.

B. For any foreign corporation that files articles of domestication and that had authority to transact business in the Commonwealth at the time of such filing, the charter fee to be charged upon domestication shall be an amount equal to the difference between the amount that would be required by this section and the amount already paid as an entrance fee by such corporation.

C. For any domestic stock corporation that files articles of conversion to become a domestic corporation, the charter fee to be charged shall be an amount equal to the difference between the amount already paid as a charter fee by the domestic stock corporation and the amount that would be required by this section to be paid.

1988, c. 405; 2003, c. 374; 2007, cc. 810, 925; 2008, c. 509; 2021, Sp. Sess. I, c. 487.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-816. Fees for filing documents or issuing certificates.
The Commission shall charge and collect the following fees, except as provided in § 12.1-21.2:

1. For the filing of articles of entity conversion to convert a corporation to a limited liability company, the fee shall be $100.

2. For filing any one of the following, the fee shall be $25:

a. Articles of incorporation, domestication, or incorporation surrender.

b. Articles of amendment or restatement.

c. Articles of merger.

d. Articles of correction.

e. An application of a foreign corporation for a certificate of authority to transact business in the Commonwealth.

f. An application of a foreign corporation for an amended certificate of authority to transact business in the Commonwealth.

g. A copy of an amendment to the articles of incorporation of a foreign corporation holding a certificate of authority to transact business in the Commonwealth.

h. A copy of articles of merger of a foreign corporation holding a certificate of authority to transact business in the Commonwealth.

i. A copy of an instrument of entity conversion of a foreign corporation holding a certificate of authority to transact business in the Commonwealth.

j. An application to register or to renew the registration of a corporate name.

3. For filing any one of the following, the fee shall be $10:

a. An application to reserve or to renew the reservation of a corporate name.

b. A notice of transfer of a reserved corporate name.

c. An application for use of an indistinguishable name.

d. Articles of dissolution.

e. Articles of revocation of dissolution.

f. Articles of termination of corporate existence.

g. An application for withdrawal of a foreign corporation.

h. A notice of release of a registered name.

4. For issuing a certificate pursuant to § 13.1-945, the fee shall be $6.

Code 1950, §§ 13.1-285, 13.1-286.1; 1956, c. 428; 1958, c. 564; 1964, c. 551; 1972, c. 579; 1975, c. 500; 1981, c. 522; 1982, c. 460; 1984, c. 294; 1985, c. 522; 1987, c. 183; 1988, c. 405; 1995, c. 368; 2003, c. 374; 2004, c. 274; 2007, cc. 771, 925; 2012, c. 130; 2021, Sp. Sess. I, c. 487.

Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-817. Repealed.
Repealed by Acts 1991, c. 123.

Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-818. Incorporators.
One or more persons may act as the incorporator or incorporators of a corporation by signing and delivering articles of incorporation to the Commission for filing.

Code 1950, § 13.1-230; 1956, c. 428; 1968, c. 42; 1975, c. 500; 1985, c. 522; 2015, c. 623.
Code of Virginia — Title 13.1 (Corporations), Chapter 10 (VIRGINIA NONSTOCK CORPORATION ACT)
§ 13.1-819. Articles of incorporation.
A. The articles of incorporation shall set forth:

1. A corporate name for the corporation that satisfies the requirements of § 13.1-829.

2. If the corporation is to have no members, a statement to that effect.

3. If the corporation is to have one or more classes of members, any provision which the incorporators elect to set forth in the articles of incorporation or, if the articles of incorporation so provide, in the bylaws designating the class or classes of members, stating the qualifications and rights of the members of each class and conferring, limiting or denying the right to vote.

4. If the directors or any of them are not to be elected or appointed by one or more classes of members, a statement of the manner in which such directors shall be elected or appointed, and a designation of ex officio directors, if any.

5. The address of the corporation'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. Provisions not inconsistent with law:

a. Stating the purpose or purposes for which the corporation is organized;

b. Regarding the management of the business and regulation of the affairs of the corporation;

c. Defining, limiting and regulating the powers of the corporation, its directors, and its members; and

d. Any provision that under this Act is required or permitted to be set forth in the bylaws.

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

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 § 13.1-804.

E. Except as provided in subsection A of § 13.1-855, whenever a provision of the articles of incorporation is inconsistent with a bylaw, the provision of the articles of incorporation shall be controlling.

Code 1950, § 13.1-231; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1982, c. 182; 1985, c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517, 541; 2007, c. 925.