reglab/housing_qa huggingface dataset:
VA Code § 13.1-614.8 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-614.8. Commission proceedings regarding validity of corporate actions

A. Upon application by the corporation, any successor entity to the corporation, a director of the corporation, any shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner of the corporation, including any such shareholder, beneficial shareholder, or unrestricted voting trust beneficial owner as of the date of the defective corporate action ratified under § 13.1-614.3, or any other person claiming to be substantially and adversely affected by a ratification under § 13.1-614.3, the Commission may:1. Determine the validity and effectiveness of any corporate action or defective corporate action;2. Determine the validity and effectiveness of any ratification under § 13.1-614.3;3. Determine the validity of any putative shares; and4. Modify or waive any of the procedures specified in § 13.614.3 or 13.1-614.4 to ratify a defective corporate action.B. In connection with an action under this section, the Commission may make such findings or orders and take into account any factors or considerations regarding such matters as it deems proper under the circumstances.C. Service of process of the application under subsection A on the corporation may be made in any manner provided by statutes of the Commonwealth or by rule of the Commission for service on the corporation, and no other party need be joined in order for the Commission to adjudicate the matter. In an action filed by the corporation, the Commission may require notice of the action be provided to other persons specified by the Commission and permit such other persons to intervene in the action.D. Notwithstanding any other provision of this section or otherwise under applicable law, any action asserting that the ratification of any 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 in a petition filed within 120 days of the validation effective time.2019, c. 734.
VA Code § 13.1-616 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-616. 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 filing of articles of conversion to convert a corporation to an eligible entity, the fee shall be $100.2. For filing any one of the following, the fee shall be $25:a. Articles of incorporation or domestication.b. Articles of conversion to convert an eligible entity to a corporation.c. Articles of amendment or restatement.d. Articles of merger or share exchange.e. Articles of correction.f. Articles of ratification.g. An application of a foreign corporation for a certificate of authority to transact business in the Commonwealth.h. An application of a foreign corporation for an amended certificate of authority to transact business in the Commonwealth.i. A copy of an amendment of the articles of incorporation of a foreign corporation holding a certificate of authority to transact business in the Commonwealth.j. A copy of articles of merger of a foreign corporation holding a certificate of authority to transact business in the Commonwealth.k. A copy of an instrument of conversion of a foreign corporation holding a certificate of authority to transact business in the Commonwealth.l. 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 a certificate of withdrawal of a foreign corporation.h. A notice of release of a registered name.4. For issuing a certificate pursuant to § 13.1-781, the fee shall be $6.Code 1950, §§ 13-18, 13.1-123, 13.1-124.1; 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; 1988, c. 405; 1995, c. 368; 2001, c. 545; 2002, c. 1; 2004, c. 274; 2005, c. 765; 2007, cc. 771, 810; 2012, c. 130; 2019, c. 734; 2020, c. 1226.
VA Code § 13.1-618 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-618. 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, § 13.1-48; 1956, c. 428; 1968, c. 42; 1972, c. 606; 1985, c. 522; 2015, c. 623.
VA Code § 13.1-619 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-619. Articles of incorporation

A. The articles of incorporation shall set forth:1. A corporate name for the corporation that satisfies the requirements of § 13.1-630;2. The number of shares the corporation is authorized to issue;3. If more than one class or series of shares is authorized, the number of authorized shares of each class or series and a distinguishing designation for each class or series; and4. 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. Any provision defining or denying the preemptive right of shareholders to acquire unissued shares of the corporation;3. Provisions not inconsistent with law regarding:a. The purpose or purposes for which the corporation is organized;b. The management of the business and regulation of the affairs of the corporation;c. Defining, limiting, and regulating the powers of the corporation, its board of directors, and shareholders;d. A par value for authorized shares or classes or series of shares; ore. Imposing interest holder liability on shareholders;4. Any provision that under this chapter is required or permitted to be set forth in the bylaws; and5. A provision limiting or eliminating any duty of a director or any other person to offer the corporation the right to have or participate in any, or one or more classes or categories of, business opportunities, before the pursuit or taking of the opportunity by the director or other person, provided that any application of such a provision to an officer or a related person of that officer (i) also requires approval of that application by the board of directors, subsequent to the effective date of the provision, by action of disinterested directors taken in compliance with the same procedures as are set forth in § 13.1-691, and (ii) may be limited by the approving action of the board of directors.C. The articles of incorporation need not set forth any of the corporate powers enumerated in this chapter.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 § 13.1-604.Code 1950, § 13.1-49; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1985, c. 522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517, 541; 2005, c. 765; 2019, c. 734.
VA Code § 13.1-621 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-621. 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 chapter.Code 1950, §§ 13-25, 13-26, 13.1-51, 13.1-52; 1956, c. 428; 1985, c. 522.
VA Code § 13.1-622 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-622. Liability for preincorporation transactions

All persons purporting to act as or on behalf of a corporation, 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 § 13.1-623 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-623. 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 appointing officers, adopting bylaws, and carrying on any other business brought before the meeting; or2. If initial directors are not named in the articles of incorporation, 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 a board of directors who shall complete the organization of the corporation.B. Action required or permitted by this chapter to be taken by incorporators or the initial directors 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 or initial director.C. An organizational meeting may be held in or out of the Commonwealth.Code 1950, § 13.1-54; 1956, c. 428; 1972, c. 606; 1974, c. 71; 1975, c. 500; 1985, c. 522; 2019, c. 734.
VA Code § 13.1-625 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-625. 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 of this section. The emergency bylaws, which are subject to amendment or repeal by the shareholders, may make all provisions necessary for managing the corporation during the emergency, including provisions that may be inconsistent with one or more provisions of this chapter with respect to: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 not inconsistent 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 director, officer, employee, or agent of the corporation.D. An emergency exists for purposes of this section and § 13.1-628 if there is a catastrophic event, including an attack on the United States or in any locality in which the corporation conducts its business or customarily holds meetings of the board of directors or shareholders, an epidemic or pandemic, or a declaration of a national emergency by the United States government or an emergency by the government of the locality in which the corporation's principal office is located, that affects the corporation and regardless of whether a quorum of the board of directors or a committee can be readily convened for action.Code 1950, § 13.1-24.1; 1962, c. 102; 1975, c. 500; 1985, c. 522; 2019, c. 734; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-626 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-626. Purposes

Every corporation incorporated under this Act has the purpose of engaging in any lawful business unless 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 § 13.1-620, or any other law of this Commonwealth.1985, c. 522.
VA Code § 13.1-629 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-629. Lack of power to act

A. Except as provided in subsection B, the validity of 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 shareholder 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 director, officer, employee, or agent of the corporation; or3. In a proceeding against the corporation before the Commission.C. In a shareholder's proceeding under subdivision 1 of subsection B to enjoin an unauthorized corporate act, if equitable and if all affected persons are parties to the proceeding, 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, § 13.1-5; 1956, c. 428; 1985, c. 522; 2019, c. 734.
VA Code § 13.1-631 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-631. 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. The corporate name applied for need not comply with subsection A of § 13.1-630. 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, § 13.1-7; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2015, c. 444; 2019, c. 734.
VA Code § 13.1-632 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-632. Registered name

A. A foreign corporation may register its corporate name, or its corporate name with any addition required by § 13.1-762, 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 § 13.1-762, by filing with the Commission (i) an application setting forth its corporate name, or its corporate name with any addition required by § 13.1-762, 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, § 13.1-8; 1956, c. 428; 1981, c. 522; 1984, c. 771; 1985, c. 522; 1995, c. 114; 2005, c. 765; 2019, c. 734.
VA Code § 13.1-634 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-634. Registered office and registered agent

A. Each corporation shall continuously maintain in the Commonwealth:1. A registered office that may be the same as any of its places of business; and2. A registered agent, who shall be:a. An individual who is a resident of the Commonwealth and (i) either an officer or director of the corporation or (ii) a member of the Virginia State Bar and whose business office is identical with the registered office; orb. A domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; provided such a registered agent (i) shall not be its own registered agent and (ii) shall designate by instrument in writing, acknowledged before a notary public, one or more natural persons at the office of the registered agent upon whom any process, notice or demand may be served and shall continuously maintain at least one such person at that office. Whenever any such person accepts service, a photographic copy of such instrument shall be attached to the return.B. The sole duty of the registered agent is to forward to the corporation at its last known address any process, notice, or demand that is served on the registered agent.Code 1950, § 13.1-9; 1956, c. 428; 1975, c. 407; 1976, c. 4; 1985, c. 522; 1993, c. 113; 2000, c. 162; 2001, cc. 517, 541; 2019, c. 734.
VA Code § 13.1-635 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-635. Change of registered office or registered agent

A. A corporation may change its registered office or registered agent, by filing with the Commission a statement of change on a form prescribed and furnished by the Commission that sets forth:1. The name of the corporation;2. The address of its current registered office;3. If the current registered office is to be changed, the post office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located;4. The name of its current registered agent;5. If the current registered agent is to be changed, the name of the new registered agent; and6. That after the change or changes are made, the corporation will be in compliance with the requirements of § 13.1-634.B. A statement of change shall forthwith be filed with the Commission by a corporation whenever its registered agent dies, resigns or ceases to satisfy the requirements of § 13.1-634.C. A corporation's registered agent may sign a statement of change as required above if (i) the business address of the registered agent changes to another post office address within the Commonwealth or (ii) the name of the registered agent has been legally changed. A corporation's new registered agent may sign and submit for filing a statement of change as required above if (a) the former registered agent is a business entity that has been merged into the new registered agent, (b) the instrument of merger is on record in the office of the clerk of the Commission, and (c) the new registered agent is an entity that is qualified to serve as a registered agent pursuant to § 13.1-634. In either instance, the registered agent or surviving entity shall forthwith file a statement of change as required above, which shall recite that a copy of the statement of change shall be mailed to the principal office address of the corporation on or before the business day following the day on which the statement of change is filed.Code 1950, § 13.1-10; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1976, c. 4; 1985, c. 522; 1986, c. 622; 1987, c. 183; 1988, c. 405; 2003, c. 597; 2010, cc. 434, 782; 2019, c. 734.
VA Code § 13.1-636 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-636. Resignation of registered agent

A. A registered agent may resign as agent for the corporation by signing and filing with the Commission a statement of resignation stating (i) the name of the corporation, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the corporation. The statement of resignation shall be accompanied by a certification that the registered agent will have a copy of the statement mailed to the principal office of the corporation by certified mail on or before the business day following the day on which the statement is filed. When the statement of resignation takes effect, the registered office is also discontinued.B. A statement of resignation takes effect on the earlier of (i) 12:01 a.m. on the thirty-first day after the date on which the statement was filed with the Commission or (ii) the date on which a statement of change in accordance with § 13.1-635 to appoint a registered agent is filed with the Commission.1985, c. 522; 2005, c. 765; 2010, c. 434; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.