Virginia Code 13.1-619: Articles of incorporation.
A. The articles of incorporation shall set forth:
Terms Used In Virginia Code 13.1-619
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
- Authorized shares: means the shares of all classes a domestic or foreign corporation is authorized to issue. See Virginia Code 13.1-603
- City: means an independent incorporated community which became a city as provided by law before noon on July 1, 1971, or which has within defined boundaries a population of 5,000 or more and which has become a city as provided by law. See Virginia Code 1-208
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Dependent: A person dependent for support upon another.
- Individual: means a natural person. See Virginia Code 13.1-603
- Interest: means either or both of the following rights under the organic law governing an unincorporated entity:
1. See Virginia Code 13.1-603
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Person: includes an individual and an entity. See Virginia Code 13.1-603
- Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
- State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
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; and
4. 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; or
e. Imposing interest holder liability on shareholders;
4. Any provision that under this chapter is required or permitted to be set forth in the bylaws; and
5. 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.