reglab/housing_qa huggingface dataset:
VA Code § 13.1-813 (2021)
2021 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.
VA Code § 13.1-814 (2021)
2021 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.
VA Code § 13.1-814.1 (2021)
2021 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.
VA Code § 13.1-815.1 (2021)
2021 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.
VA Code § 13.1-816 (2021)
2021 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.
VA Code § 13.1-818 (2021)
2021 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.
VA Code § 13.1-819 (2021)
2021 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; andd. 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.
VA Code § 13.1-820 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-820. Issuance of certificate of incorporation

If the Commission finds that the articles of incorporation comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of incorporation.When the certificate of incorporation is effective, the corporate existence shall begin. Upon becoming effective, the certificate of incorporation shall be conclusive evidence that all conditions precedent required to be performed by the incorporators have been complied with and that the corporation has been incorporated under this Act.Code 1950, §§ 13-223, 13-224, 13.1-232, 13.1-233; 1956, c. 428; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-821 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-821. Liability for preincorporation transactions

All persons purporting to act as or on behalf of a corporation, but knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.1985, c. 522.
VA Code § 13.1-822 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-822. Organization of corporation

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 or2. 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; orb. 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 § 13.1-823 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-823. Bylaws

A. The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation.B. The bylaws of a corporation may contain any provision that is not inconsistent with law or the articles of incorporation.Code 1950, §§ 13-234, 13.1-212; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2010, c. 171.
VA Code § 13.1-824 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-824. Emergency bylaws

A. Unless the articles of incorporation provide otherwise, the board of directors of a corporation may adopt bylaws to be effective only in an emergency defined in subsection D. The emergency bylaws, which are subject to amendment or repeal by the members, may make all provisions necessary for managing the corporation during the emergency, including:1. Procedures for calling a meeting of the board of directors;2. Quorum requirements for the meeting; and3. Designation of additional or substitute directors.B. All provisions of the regular bylaws consistent with the emergency bylaws remain effective during the emergency. The emergency bylaws are not effective after the emergency ends.C. Corporate action taken in good faith in accordance with the emergency bylaws:1. Binds the corporation; and2. May not be used to impose liability on a corporate director, officer, employee or agent.D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event.Code 1950, § 13.1-212.1; 1962, c. 102; 1975, c. 500; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-825 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-825. Purposes

Every corporation incorporated under this Act has the purpose of engaging in any lawful activity, unless:1. A statute requires the corporation to issue shares or one of the purposes of the corporation is to conduct the business of a public service company other than a sewer company; or2. A more limited purpose is (i) set forth in the articles of incorporation or (ii) required to be set forth in the articles of incorporation by any other law of the Commonwealth.Code 1950, § 13.1-204; 1956, c. 428; 1958, c. 564; 1960, c. 296; 1971, Ex. Sess., c. 98; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-827 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-827. Emergency powers

A. In anticipation of or during an emergency defined in subsection D, the board of directors of a corporation may:1. Modify lines of succession to accommodate the incapacity of any director, officer, employee, or agent; and2. Relocate the principal office, designate alternative principal offices or regional offices, or authorize the officers to do so.B. During an emergency defined in subsection D, unless emergency bylaws provide otherwise:1. Notice of a meeting of the board of directors need be given only to those directors whom it is practicable to reach and may be given in any practicable manner, including by publication and radio; and2. One or more officers of the corporation present at a meeting of the board of directors may be deemed by a majority of the directors present at the meeting to be directors for the meeting, in order of rank and within the same rank in order of seniority, as necessary to achieve a quorum.C. Corporate action taken in good faith during an emergency under this section to further the ordinary business affairs of the corporation:1. Binds the corporation; and2. May not be used to impose liability on a director, officer, employee, or agent of the corporation.D. An emergency exists for purposes of this section if a quorum of the corporation's board of directors cannot readily be assembled because of some catastrophic event.1985, c. 522; 2007, c. 925.
VA Code § 13.1-828 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-828. Ultra vires

A. Except as provided in subsection B, corporate action may not be challenged on the ground that the corporation lacks or lacked power to act.B. A corporation's power to act may be challenged:1. In a proceeding by a member or a director against the corporation to enjoin the act;2. In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former officer, director, employee, or agent of the corporation; or3. In a proceeding against a corporation before the Commission.C. In a proceeding by a member or a director under subdivision B 1 to enjoin an unauthorized corporate act, the court may enjoin or set aside the act and may award damages for loss, except anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.Code 1950, § 13.1-206; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.
VA Code § 13.1-830 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-830. Reserved name

A. A person may apply to the Commission to reserve the exclusive use of a corporate name, including a designated name for a foreign corporation. If the Commission finds that the corporate name applied for is distinguishable upon the records of the Commission, it shall reserve the name for the applicant's exclusive use for a 120-day period.B. The owner of a reserved corporate name may renew the reservation for successive periods of 120 days each by filing with the Commission, during the 45-day period preceding the date of expiration of the reservation, a renewal application.C. The owner of a reserved corporate name may transfer the reservation to another person by delivering to the Commission a notice of the transfer, signed by the applicant for whom the name was reserved, and specifying the name and address of the transferee.D. A reserved corporate name may be used by its owner in connection with (i) the formation of, or an amendment to change the name of, a domestic stock or nonstock corporation, limited liability company, business trust, or limited partnership; (ii) an application for a certificate of authority or registration to transact business in the Commonwealth as a foreign stock or nonstock corporation, limited liability company, business trust, or limited partnership; or (iii) an amended application for such authority or registration, provided that the proposed name complies with the provisions of § 13.1-630, 13.1-762, 13.1-829, 13.1-924, 13.1-1012, 13.1-1054, 13.1-1214, 13.1-1244, 50-73.2, or 50-73.56, as the case may be.Code 1950, § 13.1-207.1; 1975, c. 500; 1985, c. 522; 2006, c. 505; 2007, c. 925; 2015, c. 444; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-831 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 10 - Virginia Nonstock Corporation Act|§ 13.1-831. Registered name

A. A foreign corporation may register its corporate name, or its corporate name with any addition required by § 13.1-924, if the name is distinguishable upon the records of the Commission.B. A foreign corporation registers its corporate name, or its corporate name with any addition required by § 13.1-924, by filing with the Commission (i) an application setting forth its corporate name, or its corporate name with any addition required by § 13.1-924, the state or country and date of its incorporation, and a brief description of the nature of the business in which it is engaged and (ii) a certificate setting forth that such corporation is in good standing, or a document of similar import, from the state or country of incorporation, executed by the official who has custody of the records pertaining to corporations.C. Except as provided in subsection F, registration is effective for one year after the date an application is filed.D. If the Commission finds that the corporate name applied for is available, it shall register the name for the applicant's exclusive use.E. A foreign corporation whose registration is effective may renew it for the succeeding year by filing with the Commission, during the 60-day period preceding the date of expiration of the registration, a renewal application that complies with the requirements of subsection B. The renewal application is effective when filed in accordance with this section and, except as provided in subsection F, renews the registration for one year after the date the registration would have expired if such subsequent renewal of the registration had not occurred.F. A foreign corporation whose registration is effective may thereafter obtain a certificate of authority to transact business in the Commonwealth under the registered name or consent in writing to the use of that name by a corporation thereafter incorporated under this chapter or by another foreign corporation thereafter authorized to transact business in the Commonwealth. The registration terminates when the domestic corporation is incorporated or the foreign corporation obtains a certificate of authority to transact business in the Commonwealth or consents to the authorization of another foreign corporation to transact business in the Commonwealth under the registered name.G. A foreign corporation that has in effect a registration of its corporate name may release such name by filing a notice of release of a registered name with the Commission.Code 1950, § 13.1-207.2; 1975, c. 500; 1981, c. 522; 1985, c. 522; 1995, c. 114; 2002, c. 607; 2007, c. 925; 2021, Sp. Sess. I, c. 487.