reglab/housing_qa huggingface dataset:
VA Code § 13.1-606 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-606. Effective time and date of document

A. Except as otherwise provided in § 13.1-607 and Article 1.1 (§ 13.1-614.1 et seq.), 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; and4. A statement that the articles are being canceled in accordance with this section.D. Notwithstanding subsection A, for purposes of §§ 13.1-630 and 13.1-762, 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; 2019, c. 734.
VA Code § 13.1-607 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-607. 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; and5. State that the corporation 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; 2005, c. 765; 2007, c. 165; 2008, cc. 91, 509; 2019, c. 734.
VA Code § 13.1-608 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-608. Evidentiary effect of copy of filed document

A certificate delivered with 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; 2005, c. 765; 2019, c. 734.
VA Code § 13.1-609 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-609. 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 or converted 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; and3. 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 except for any annual registration fee that is not due;2. An annual report required by § 13.1-775 has been delivered to and accepted by the Commission; and3. 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; 2005, c. 765; 2006, c. 663; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-610.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-610.1. Householding

A. A corporation shall be deemed to have delivered written notice or any other report or statement under this chapter, the articles of incorporation or the bylaws to all shareholders who share a common address as shown on the corporation's current record of shareholders if:1. The corporation delivers one copy of the notice, report or statement to the common address;2. The corporation addresses the notice, report or statement to those shareholders either as a group or to each of those shareholders individually or to the shareholders in a form to which each of those shareholders has consented; and3. Each of those shareholders consents, including any implied consent pursuant to subsection B, to delivery of a single copy of such notice, report or statement to the shareholders' common address.B. Any shareholder who fails to object by written notice to the corporation, within 60 days of written notice by the corporation of its intention to deliver single copies of notices, reports, or statements to shareholders who share a common address as permitted by subsection A, shall be deemed to have consented to receiving such single copy at the common address, provided that the notice of intention states that consent may be revoked and the method for revoking such consent.C. Any consent pursuant to this section shall be revocable by any shareholder who delivers written notice of revocation to the corporation. If such written notice of revocation is delivered, the corporation shall begin providing individual notices, reports, or other statements to the revoking shareholder no later than 30 days after delivery of the written notice of revocation.2007, c. 165; 2019, c. 734.
VA Code § 13.1-611 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-611. Number of shareholders

A. For purposes of this chapter, the following identified as a shareholder in a corporation's current record of shareholders constitutes one shareholder:1. Three or fewer co-owners;2. A corporation, limited liability company, partnership, limited partnership, business trust, trust, estate, or other entity; or3. The trustees, guardians, custodians, or other fiduciaries of a single trust, estate, or account.B. For purposes of this chapter, shareholdings registered in substantially similar names constitute one shareholder if it is reasonable to believe that the names represent the same person.1985, c. 522; 2005, c. 765; 2019, c. 734.
VA Code § 13.1-612 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-612. Penalty for signing false document

A. It shall be unlawful for any person to sign a document that the person 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, § 13.1-134; 1958, c. 564; 1975, c. 500; 1985, c. 522; 2019, c. 734.
VA Code § 13.1-613 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-613. Unlawful to transact or offer to transact business as a corporation unless authorized

It shall be unlawful for any person to transact business in this Commonwealth as a corporation or to offer or advertise to transact business in this Commonwealth as a corporation unless the alleged corporation is either a domestic corporation or a foreign corporation authorized to transact business in this Commonwealth. Any person who violates this section shall be guilty of a Class 1 misdemeanor.Code 1950, § 13.1-135; 1958, c. 565; 1981, c. 320; 1985, c. 522.
VA Code § 13.1-614 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-614. 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 shareholder filed with the Commission and delivered to the corporation within 30 days after the effective date of the certificate, in which the shareholder 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 shareholder, the Commission shall determine the issues and revoke or refuse to revoke its order accordingly.B. No court in or outside of the Commonwealth shall have jurisdiction to enjoin or delay the holding of any meeting of directors or shareholders for the purpose of authorizing or consummating any amendment, correction, merger, share exchange, domestication, conversion, dissolution, 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 § 13.1-661 or for fraud. No court in or outside of 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 articles of correction filed by the corporation pursuant to § 13.1-607 or 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 on the Commission's own motion to correct Commission records so as to eliminate the effects of clerical errors committed by its staff.Code 1950, § 13.1-125; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2008, c. 91; 2010, c. 782; 2015, c. 623; 2019, c. 734.
VA Code § 13.1-614.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-614.1. Definitions

As used in this article:"Corporate action" means any action taken by or on behalf of the corporation, including any action taken by the incorporator, the board of directors, a committee, an officer or agent of the corporation, or the shareholders."Date of the defective corporate action" means the date, or the approximate date if the exact date is unknown, the defective corporate action was purported to have been taken."Defective corporate action" means (i) any corporate action purportedly taken that is, and at the time such corporate action was purportedly taken would have been, within the power of the corporation, but is void or voidable due to a failure of authorization, or (ii) an over-issuance of shares."Failure of authorization" means the failure to authorize, approve, or otherwise effect a corporate action in compliance with the provisions of this chapter, the articles of incorporation or bylaws, a corporate resolution, or any plan or agreement to which the corporation is a party, if and to the extent such failure would render such corporate action voidable."Over-issuance of shares" means the purported issuance of:1. Shares of a class or series in excess of the number of shares of the class or series the corporation had the power to issue under § 13.1-638 at the time of such issuance; or2. Shares of any class or series that was not then authorized for issuance by the articles of incorporation."Putative shares" means the shares of any class or series of the corporation, including shares issued upon exercise of rights, options, warrants, or other securities convertible into shares of the corporation, or interests with respect to such shares, that were created or issued as a result of a defective corporate action, that (i) but for any failure of authorization would constitute valid shares or (ii) cannot be determined by the board of directors to be valid shares."Valid shares" means the shares of any class or series of the corporation that have been duly authorized and validly issued in accordance with this chapter, including as a result of ratification or validation under this article."Validation effective time" with respect to any defective corporate action ratified under this article means the later of:1. The time at which the ratification of the defective corporate action is approved by the shareholders or, if approval of shareholders is not required, the time at which the notice required by § 13.1-614.5 becomes effective in accordance with § 13.1-610; and2. The time at which any document filed in accordance with § 13.1-614.7 becomes effective.The validation effective time shall not be affected by the filing or pendency of a proceeding under § 13.1-614.8 or otherwise, unless ordered by the Commission.2019, c. 734; 2020, c. 1226.
VA Code § 13.1-614.2 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-614.2. Defective corporate actions

A. A defective corporate action shall not be void or voidable if ratified in accordance with § 13.1-614.3 or validated in accordance with § 13.1-614.8.B. Ratification under § 13.1-614.3 or validation under § 13.1-614.8 shall not be deemed to be the exclusive means of ratifying or validating any defective corporate action, and the absence or failure of ratification in accordance with this article shall not, of itself, affect the validity or effectiveness of any corporate action properly ratified under this chapter, common law, or otherwise, nor shall it create a presumption that any such corporate action is or was a defective corporate action or void or voidable.C. In the case of an over-issuance of shares, putative shares shall be valid shares effective as of the date originally issued or purportedly issued upon:1. The effectiveness under this article and under Article 11 (§ 13.1-705 et seq.) of an amendment of the articles of incorporation authorizing, designating, or creating such shares; or2. The effectiveness of any other corporate action under this article ratifying the authorization, designation, or creation of such shares.2019, c. 734.
VA Code § 13.1-614.3 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-614.3. Ratification of defective corporate actions

A. To ratify a defective corporate action under this section, other than the ratification of an election of the initial board of directors under subsection B, the board of directors shall adopt resolutions ratifying the action in accordance with § 13.1-614.4, stating:1. The defective corporate action to be ratified and, if the defective corporate action involved the issuance of putative shares, the number and type of putative shares purportedly issued;2. The date of the defective corporate action;3. The nature of the failure of authorization with respect to the defective corporate action to be ratified; and4. That the board of directors approves the ratification of the defective corporate action.B. In the event that a defective corporate action to be ratified relates to the election of the initial board of directors of the corporation under subdivision A 2 of § 13.1-623, a majority of the persons who, at the time of the ratification, are exercising the powers of directors may take an action stating:1. The name of the person or persons who first took action in the name of the corporation as the initial board of directors of the corporation;2. The earlier of the date on which such persons first took such action or were purported to have been elected as the initial board of directors; and3. That the ratification of the election of such person or persons as the initial board of directors is approved.C. If any provision of this chapter, the articles of incorporation or bylaws, any corporate resolution or any plan or agreement to which the corporation is a party in effect at the time action under subsection A is taken requires shareholder approval or would have required shareholder approval at the date of the occurrence of the defective corporate action, the ratification of defective corporate action approved in the action taken by the directors under subsection A shall be submitted to the shareholders for approval in accordance with § 13.1-614.4.D. Unless otherwise provided in the action taken by the board of directors under subsection A, after the action by the board of directors has been taken and, if required, approved by the shareholders, the board of directors may abandon the ratification at any time before the validation effective time without further action of the shareholders.2019, c. 734.
VA Code § 13.1-614.5 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-614.5. Notice

A. Unless shareholder approval is required under subsection C of § 13.1-614.3, prompt notice of an action taken under § 13.1-614.3 shall be given to each holder of valid and putative shares, regardless of whether entitled to vote, as of (i) the date of such action by the board of directors and (ii) the date of the defective corporate action ratified, provided that notice shall not be required to be given to holders of valid and putative shares whose identities or addresses for notice cannot be determined from the records of the corporation.B. The notice shall contain (i) either a copy of the action taken by the board of directors in accordance with subsection A or B of § 13.1-614.3 or the information required by subdivisions A 1 through 4 or B 1, 2, and 3 of § 13.1-614.3, as applicable, and (ii) a statement that any claim that the ratification of the defective corporate action and any putative shares issued as a result of such defective corporate action should not be effective, or should be effective only on certain conditions, shall be brought within 120 days from the applicable validation effective time.C. No notice under this section is required with respect to any action required to be submitted to shareholders for approval under subsection C of § 13.1-614.3 if notice is given in accordance with § 13.1-614.4.D. A notice required by this section may be given in any manner permitted by § 13.1-610 and for any public corporation may be given by means of a filing or furnishing of such notice with the U.S. Securities and Exchange Commission.2019, c. 734.
VA Code § 13.1-614.6 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-614.6. Effect of ratification

From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under § 13.1-614.8:1. Each defective corporate action ratified in accordance with § 13.1-614.3 shall not be void or voidable as a result of the failure of authorization identified in the action taken under subsection A or B of § 13.1-614.3 and shall be deemed a valid corporate action effective as of the date of the defective corporate action;2. The issuance of each putative share or fraction of a putative share purportedly issued pursuant to a defective corporate action identified in the action taken under § 13.1-614.3 shall not be void or voidable, and each such putative share or fraction of a putative share shall be deemed to be an identical share or fraction of a valid share as of the time it was purportedly issued; and3. Any corporate action taken subsequent to the defective corporate action ratified in accordance with this article in reliance on such defective corporate action having been validly effected and any subsequent defective corporate action resulting directly or indirectly from such original defective corporate action shall be valid as of the time taken.2019, c. 734.