Terms Used In Virginia Code > Title 13.1 > Chapter 10 > Article 14 - Foreign Corporations.

• Administrative adjustment request: means an administrative adjustment request filed by a partnership pursuant to § 6227 of the Internal Revenue Code. See Virginia Code 58.1-396
• Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
• Assessment: as used in this subtitle , shall include an assessment made pursuant to notice by the Department of Taxation and self-assessments made by a taxpayer upon the filing of a return or otherwise not pursuant to notice. See Virginia Code 58.1-1820
• Bankruptcy: Refers to statutes and judicial proceedings involving persons or businesses that cannot pay their debts and seek the assistance of the court in getting a fresh start. Under the protection of the bankruptcy court, debtors may discharge their debts, perhaps by paying a portion of each debt. Bankruptcy judges preside over these proceedings.
• Board of directors: means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors. See Virginia Code 13.1-803
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
• Conviction: A judgement of guilt against a criminal defendant.
• Department: means the Department of Taxation. See Virginia Code 58.1-1
• Direct: means , with respect to a partner, that such partner holds a direct interest in a partnership or a pass-through entity and that such interest is not held indirectly through another partnership or pass-through entity. See Virginia Code 58.1-396
• Document: means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record. See Virginia Code 13.1-803
• domestic corporation: means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11. See Virginia Code 13.1-803
• Eligible owner: means a direct owner of a pass-through entity who is a natural person subject to the tax imposed by Article 2 (§ Virginia Code 58.1-390.1
• Employee: includes , unless otherwise provided in the bylaws, an officer but not a director. See Virginia Code 13.1-803
• Entity: includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government. See Virginia Code 13.1-803
• Entity conversion: means conversion. See Virginia Code 13.1-803
• Exempt: means , with respect to a partner, that such partner is exempt from Virginia income taxation. See Virginia Code 58.1-396
• Federal adjustment: means a change to an item or amount determined under the Internal Revenue Code that is used by a taxpayer to compute Virginia tax owed, regardless of whether that change results from an action by the Internal Revenue Service including a partnership-level audit, or the filing of an amended federal return, federal refund claim, or administrative adjustment request by the taxpayer. See Virginia Code 58.1-396
• Federal partnership representative: means the person that a partnership designates for the taxable year as its representative or the person that the Internal Revenue Service appoints pursuant to § 6223(a) of the Internal Revenue Code to act as the federal partnership representative. See Virginia Code 58.1-396
• Final determination date: means the date determined pursuant to the provisions of § Virginia Code 58.1-396
• Foreign corporation: means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-803
• Indirect: means , with respect to a partner, that such partner does not hold a direct interest in a partnership or pass-through entity but instead holds a direct interest in another partnership or pass-through entity that itself holds an interest directly, or through another indirect partner, in the partnership or pass-through entity. See Virginia Code 58.1-396
• Individual: means a natural person. See Virginia Code 13.1-803
• Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-803
• Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
• Notary: means notary public. See Virginia Code 1-226
• Owner: means any individual or entity who is treated as a partner, member, or shareholder of a pass-through entity for federal income tax purposes. See Virginia Code 58.1-390.1
• Partner: means a person that holds an interest directly or indirectly in a partnership or pass-through entity. See Virginia Code 58.1-396
• Partnership: means an entity subject to taxation under Subchapter K, Virginia Code 58.1-396
• Partnership-level audit: means an examination by the Internal Revenue Service at the partnership level pursuant to Subchapter C, Virginia Code 58.1-396
• Pass-through entity: means any entity, including a limited partnership, a limited liability partnership, a general partnership, a limited liability company, a professional limited liability company, a business trust, or a Subchapter S corporation, that is recognized as a separate entity for federal income tax purposes, in which the partners, members, or shareholders report their share of the income, gains, losses, deductions, and credits from the entity on their federal income tax returns or make the election and pay the tax levied pursuant to § Virginia Code 58.1-390.1
• Pass-through entity: means any pass-through entity as defined in § Virginia Code 58.1-396
• Person: includes an individual and an entity. See Virginia Code 13.1-803
• Principal office: means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign corporation are located, or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the board of directors. See Virginia Code 13.1-803
• Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
• Resident: means , with respect to an individual partner, that such partner is a resident, as defined in § Virginia Code 58.1-396
• Reviewed year: means the taxable year of a partnership that is subject to a partnership-level audit from which federal adjustments arise. See Virginia Code 58.1-396
• Service of process: The service of writs or summonses to the appropriate party.
• State partnership representative: means the person identified as the representative of a partnership pursuant to the provisions of § Virginia Code 58.1-396
• Transact business: includes the conduct of affairs by any corporation that is not organized for profit. See Virginia Code 13.1-803