reglab/housing_qa huggingface dataset:
VA Code § 13.1-1227 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1227. Distributions to beneficial owners

A. The trustees may authorize and the business trust may make distributions to its beneficial owners, subject to restriction by the articles of trust or governing instrument and the limitation in subsection C.B. If the trustees do not fix the record date for determining beneficial owners entitled to a distribution, other than one involving a repurchase or reacquisition of beneficial interests, it is the date the trustees authorize the distribution.C. No distribution may be made if, after giving it effect:1. The business trust would not be able to pay its debts as they become due in the usual course of business; or2. The business trust's total assets would be less than the sum of its total liabilities plus (unless the articles of trust permit otherwise) the amount that would be needed, if the business trust were to be dissolved at the time of the distribution, to satisfy the preferential rights upon dissolution of beneficial interests whose preferential rights are superior to those receiving the distribution.D. The trustees may base a determination that a distribution is not prohibited under subsection C either on financial statements prepared on the basis of accounting practices and principles that are reasonable in the circumstances or on a fair valuation or other method that is reasonable in the circumstances.E. The effect of a distribution under subsection C is measured:1. In the case of a distribution by purchase, redemption, or other acquisition of the business trust's beneficial interests, as of the earlier of (i) the date money or other property is transferred or debt incurred by the business trust or (ii) the date the beneficial owners cease to be beneficial owners with respect to the acquired beneficial interests;2. In the case of any other distribution of indebtedness, as of the date the indebtedness is distributed;3. In all other cases, as of (i) the date the distribution is authorized if the payment occurs within 120 days after the date of authorization or (ii) the date payment is made if it occurs more than 120 days after the date of authorization.F. A business trust's indebtedness to a beneficial owner incurred by reason of a distribution made in accordance with this section is at parity with the business trust's indebtedness to its general, unsecured creditors except to the extent subordinated by agreement.2002, c. 621.
VA Code § 13.1-1228 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1228. Trustee management; limitation on duties and liabilities of others

A. Except to the extent otherwise provided in the articles of trust or in the governing instrument of a business trust, the trustees shall choose and supervise the officers and employees of the business trust, and the business and affairs of the business trust shall be managed under the direction of the trustees.B. Except to the extent provided in the governing instrument of a business trust, neither the power to give direction to a trustee or other persons nor the exercise by any person of a direction, including a beneficial owner, shall cause that person to have duties, including fiduciary duties, or liabilities relating to the business trust or to a beneficial owner, or cause any such person to be a trustee.2002, c. 621.
VA Code § 13.1-1229 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1229. Trustee standards of conduct; trustee liability; restrictions on liability limitations in governing instrument

A. A trustee shall discharge his duties as a trustee in accordance with the standards of conduct provided for directors of a Virginia corporation pursuant to §§ 13.1-690 and 13.1-691.B. Subject to the provisions of subsection C, and except to the extent otherwise provided in the articles of trust or in the governing instrument of a business trust, a trustee, when acting in such capacity, is not personally liable to any person other than the business trust or a beneficial owner for any act, omission, or obligation of the business trust or any trustee.C. A trustee or officer of a business trust shall have no liability to the business trust or a beneficial owner for any act or omission greater than that of directors or officers of a Virginia corporation to the corporation as provided in Chapter 9 (§ 13.1-601 et seq.) of this title, including any elimination of liability provided for in the articles of trust or governing instrument.2002, c. 621.
VA Code § 13.1-1230 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1230. Indemnification

A. A business trust shall have the power to indemnify and hold harmless any trustee, officer, employee or agent from and against any and all claims and demands to the same extent as a director, officer, employee or agent of a Virginia corporation under Chapter 9 (§ 13.1-601 et seq.) of this title.B. A trustee or officer of a business trust shall be entitled to mandatory indemnification to the same extent as a director or officer of a Virginia corporation under Chapter 9 (§ 13.1-601 et seq.) of this title.C. A trustee or officer may apply for court-ordered indemnification in the same manner as a director or officer of a Virginia corporation pursuant to § 13.1-700.1.D. A business trust may purchase and maintain insurance on behalf of an individual who is or was a trustee, officer, employee, or agent of the business trust, or who, while a trustee, officer, employee, or agent of the business trust, is or was serving at the request of the business trust as a director, officer, partner, trustee, employee, or agent of a foreign or domestic corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise, against liability asserted against or incurred by him in that capacity or arising from his status as a director, officer, employee, or agent, whether or not the business trust would have power to indemnify him against the same liability under this section.2002, c. 621.
VA Code § 13.1-1231 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1231. Capacity to sue and be sued; process; liabilities and obligations; attachment; seizure of certain assets

A. A business trust may sue and be sued in its own name, and service of process on one of the trustees shall be sufficient to constitute service on the business trust.B. A business trust may be sued for debts and other obligations or liabilities contracted or incurred by the trustees, or by the duly authorized agents of such trustees, in the performance of their respective duties under the governing instrument of the business trust, and for any damages to persons or property resulting from the negligence of such trustees or agents acting in the performance of such respective duties.C. The property of a business trust is subject to attachment and execution as if the business trust was a Virginia corporation organized under Chapter 9 (§ 13.1-601 et seq.) of this title.D. Notwithstanding the provisions of this section, in the event that the governing instrument of a business trust, including a business trust that is a registered investment company under the Investment Company Act of 1940, as amended, creates one or more series as provided in subsection B of § 13.1-1219, and if separate and distinct records are maintained for any such series and the assets associated with any such series are held and accounted for separately from the other assets of the business trust, or any other series, and if the governing instrument so provides, and notice of the limitation on liabilities of a series as referenced in this subsection is set forth in the articles of trust of the business trust, then the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to a particular series shall be enforceable against the assets of that series only, and not against the assets of the business trust generally or any other series, and, unless otherwise provided in the articles of trust or in the governing instrument, none of the debts, liabilities, obligations, and expenses incurred, contracted for, or otherwise existing with respect to the business trust generally or any other series shall be enforceable against the assets of that series.2002, c. 621.
VA Code § 13.1-1232 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1232. Right of action

A beneficial owner may bring a derivative proceeding in the right of a business trust to the same extent, and in the same manner, that a shareholder may bring a derivative proceeding under Chapter 9 (§ 13.1-601 et seq.) of this title.2002, c. 621.
VA Code § 13.1-1233 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1233. Payment of and security for expenses

On termination of a derivative proceeding, the court shall:1. Order the business trust to pay the plaintiff's reasonable expenses, including counsel fees, incurred in the proceeding if it finds that the proceeding has resulted in a substantial benefit to the business trust; or2. Order the plaintiff or the plaintiff's attorney to pay any defendant's reasonable expenses, including counsel fees, incurred in defending the proceeding if it finds that the proceeding was commenced or maintained arbitrarily, vexatiously or not in good faith.2002, c. 621.
VA Code § 13.1-1234 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1234. Dissolution generally

A business trust organized under this chapter is dissolved and its affairs shall be wound up upon the happening of the first to occur of the following events:1. At the time or on the happening of any events specified in writing in the articles of trust or a governing instrument;2. Upon the unanimous written consent of the beneficial owners;3. The entry of a decree of judicial dissolution under § 13.1-1235;4. Automatic cancellation of its existence pursuant to § 13.1-1238.1; or5. Involuntary cancellation of its existence pursuant to § 13.1-1238.2.2002, c. 621; 2008, cc. 101, 588, 770; 2009, c. 167.
VA Code § 13.1-1235 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1235. Judicial dissolution

A. On application by or for a beneficial owner, the circuit court of the city or county in which the registered office of the business trust is located may decree dissolution of a business trust if it is not reasonably practicable to carry on the business in conformity with the articles of trust and any governing instrument.B. When the winding up of the affairs of the business trust has been completed, the court shall so advise the Commission, which shall enter an order of cancellation of the business trust's existence.2002, c. 621; 2008, c. 101.
VA Code § 13.1-1236 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1236. Winding up

A. The winding up of a business trust shall be completed when all debts, liabilities, and obligations of the business trust have been paid and discharged or reasonably adequate provision therefor has been made, and all of the remaining property and assets of the business trust have been distributed to the beneficial owners.B. Unless otherwise provided in the articles of trust or in the governing instrument, upon the dissolution of a business trust, the trustees may wind up the business trust's affairs; however, the circuit court of the city or county in which the registered office of the business trust is located, on cause shown, may wind up the business trust's affairs on application of any beneficial owner, his legal representative, or assignee.2002, c. 621; 2008, c. 101.
VA Code § 13.1-1237 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1237. Distribution of assets upon dissolution

Upon the winding up of a business trust, the assets of the business trust shall be distributed as follows:1. To creditors, including beneficial owners who are creditors, to the extent permitted by law, in satisfaction of liabilities of the business trust, other than for distributions to beneficial owners under § 13.1-1227;2. Unless otherwise provided in the articles of trust or in the governing instrument, to the beneficial owners and former beneficial owners in satisfaction of liabilities for distributions under § 13.1-1227; and3. Unless otherwise provided in the articles of trust or in the governing instrument, to the beneficial owners in the proportions in which the beneficial owners share in distributions.2002, c. 621.
VA Code § 13.1-1238 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1238. Articles of cancellation

A. When the affairs of a business trust have been wound up pursuant to § 13.1-1236, it shall file articles of cancellation with the Commission. The articles shall set forth:1. The name of the business trust;2. The identification number issued by the Commission to the business trust;3. The effective date of its certificate of trust;4. A statement that the business trust has completed the winding up of its affairs; and5. Any other information the trustees determine to include therein, including the reason for filing the articles of cancellation.B. If the Commission finds that the articles of cancellation comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of cancellation, canceling the business trust's existence. Upon the effective date of such certificate, the existence of the business trust shall cease, except for the purpose of suits, other proceedings, and appropriate actions by trustees and beneficial owners as provided in this chapter.2002, c. 621; 2008, c. 101; 2013, c. 25.
VA Code § 13.1-1238.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1238.1. Automatic cancellation of business trust existence

A. Whether or not the notice described in subsection B of § 13.1-1254 is mailed, if any business trust fails to pay its annual registration fee on or before December 31 of the year assessed, its existence shall be automatically canceled as of that day.B. If any business trust whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-1222 fails to file a statement of change pursuant to § 13.1-1221 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the business trust of impending cancellation of its existence. If the business trust fails to file the statement of change before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the existence of the business trust shall be automatically canceled as of that day.C. The properties and affairs of a business trust whose existence has been canceled pursuant to this section shall pass automatically to its trustees as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the business trust; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its beneficial owners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the liquidating trustees shall distribute the remainder of its assets, either in cash or in kind, among its beneficial owners according to their respective rights and interests.D. No beneficial owner, trustee, or other agent of a business trust shall have any personal obligation for any liabilities of the business trust, whether such liabilities arise in contract, tort, or otherwise, solely by reason of the cancellation of the business trust's existence pursuant to this section.2008, c. 101; 2013, c. 25.
VA Code § 13.1-1238.2 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1238.2. Involuntary cancellation of business trust existence

A. The existence of a business trust may be canceled involuntarily by order of the Commission when it finds that the business trust has:1. Continued to exceed or abuse the authority conferred upon it by law;2. Failed to maintain a registered office or a registered agent in the Commonwealth as required by law;3. Failed to file any document required by this chapter to be filed with the Commission; or4. Been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its trustees or beneficial owners authorized to act on the behalf of a business trust constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.B. Before entering any such order, the Commission shall issue a rule against the business trust giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.C. The properties and affairs of a business trust whose existence has been canceled pursuant to this section shall pass automatically to its trustees as trustees in liquidation. The trustees shall then proceed to (i) collect the assets of the business trust; (ii) sell, convey, and dispose of such of its properties as are not to be distributed in kind to its beneficial owners; (iii) pay, satisfy, and discharge its liabilities and obligations; and (iv) do all other acts required to liquidate its business and affairs. After paying or adequately providing for the payment of all its obligations, the liquidating trustees shall distribute the remainder of its assets, either in cash or in kind, among its beneficial owners according to their respective rights and interests.D. Any business trust convicted of the offense listed in subdivision A 4 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A business trust whose existence is canceled pursuant to subdivision A 4 shall not be eligible for reinstatement for a period of not less than one year.2008, c. 101; 2009, c. 167.
VA Code § 13.1-1239 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1239. Reinstatement of a business trust that has ceased to exist

A. A business trust that has ceased to exist may apply to the Commission for reinstatement within five years thereafter, unless the cancellation was by order of the Commission (i) entered pursuant to subdivision A 1 of § 13.1-1238.2 or (ii) entered pursuant to § 13.1-1235 and the circuit court's decree directing dissolution contains no provision for reinstatement of the existence of the business trust.B. To have its existence reinstated, a business trust shall provide the Commission with the following:1. An application for reinstatement, which may be in the form of a letter, that includes the identification number issued by the Commission to the business trust;2. A reinstatement fee of $100;3. All annual registration fees and penalties that were due before the business trust ceased to exist and that would have been assessed or imposed to the date of reinstatement if the business trust's existence had not been canceled;4. If the name of the business trust does not comply with the provisions of § 13.1-1214 at the time of reinstatement, articles of amendment to the articles of trust to change the business trust's name to a name that satisfies the provisions of § 13.1-1214, with the fee required by this chapter for the filing of articles of amendment; and5. If the business trust's registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-1221.C. If the business trust complies with the provisions of this section, the Commission shall enter an order of reinstatement of existence. Upon entry of the order, the existence of the business trust shall be deemed to have continued from the date of the cancellation as if the cancellation had never occurred, and any liability incurred by the business trust or a beneficial owner, trustee or other agent after the cancellation and before the reinstatement is determined as if cancellation of the business trust's existence had never occurred.2002, c. 621; 2004, c. 601; 2008, c. 101; 2013, c. 25.
VA Code § 13.1-1240 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1240. Dissolution of series

A. Except to the extent otherwise provided in the articles of trust or in the governing instrument of the business trust, a series established in accordance with § 13.1-1219 may be dissolved and its affairs wound up without causing the dissolution of the business trust or any other series. Unless otherwise provided in the articles of trust or in the governing instrument of the business trust, the dissolution, winding up, liquidation or termination of the business trust or any series thereof shall not affect the limitation of liability with respect to a series established in accordance with §§ 13.1-1219 and 13.1-1231. A series established in accordance with § 13.1-1219 is dissolved and its affairs shall be wound up at the time or upon the happening of events specified in the governing instrument of the business trust. Except to the extent otherwise provided in the articles of trust or in the governing instrument of a business trust, the death, incapacity, dissolution, termination or bankruptcy of a beneficial owner of such series shall not result in the termination or dissolution of such series and such series may not be terminated or revoked by a beneficial owner of such series or other person except in accordance with the terms of the governing instrument of the business trust.B. Upon dissolution of a series of a business trust, the persons who under the governing instrument of the business trust are responsible for winding up such series' affairs may, in the name of the business trust and for and on behalf of the business trust and such series, take all actions with respect to the series as are permitted under § 13.1-1236 and shall provide for the claims and obligations of the series and distribute the assets of the series as provided under § 13.1-1237. Any person, including any trustee, who under the governing instrument is responsible for winding up such series' affairs and who has complied with § 13.1-1237 shall not be personally liable to the claimants of the dissolved series by reason of such person's actions in winding up the series.2002, c. 621.
VA Code § 13.1-1241 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 14 - Virginia Business Trust Act|§ 13.1-1241. Authority to transact business required; governing law

A. A foreign business trust may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission.B. Subject to the Constitution of the Commonwealth:1. The laws of the state or other jurisdiction under which a foreign business trust is formed govern its formation and internal affairs and the liability of its beneficial owners and trustees; and2. A foreign business trust may not be denied a certificate of registration by reason of any difference between those laws and the laws of the Commonwealth.However, a foreign business trust holding a valid certificate of registration to transact business in the Commonwealth shall have no greater rights and privileges than a domestic business trust. The certificate of registration shall not be deemed to authorize the foreign business trust to exercise any of its powers or purposes that a domestic business trust is forbidden by law to exercise in the Commonwealth.2002, c. 621; 2008, c. 101.