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Virginia Corporation Law

The Virginia Stock Corporation Act defines Corporation or Domestic Corporation as a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted.

One or more persons may act as the incorporator or incorporators of a corporation.  Such corporations have the liberty to engage in any lawful business unless a more limited purpose is set forth in its articles of incorporation.  Each corporation shall maintain a registered office and registered agent in the state of Virginia.  The registered office may be the same as any of its places of business.

A corporation has perpetual duration and succession in its corporate name.  It has the same powers as a natural person to do all things necessary to carry out its business.  Name of a corporation shall contain the word “corporation”, “incorporated”, “company” or “limited” or the abbreviation “corp.”, “inc.”, “co.” or “ltd.  Such words and their corresponding abbreviations may be used interchangeably for all purposes.  The name of a corporation shall not contain any language stating or implying that it will transact one of the special kinds of businesses unless it proposes in fact to engage in such special kind of business.  Special kind of business includes bank or trust company, insurance company, business of a railroad etc.

The corporate existence of a corporation begins when the articles of incorporation is filed with the Commission.  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 required to be performed by the incorporators have been complied with and that the corporation has been incorporated.

After incorporation the initial directors shall hold an organizational meeting to complete the organization of the corporation by appointing officers and carrying on any other business brought before the meeting.

The incorporators or board of directors of a corporation may adopt initial bylaws for the corporation.  The bylaws of a corporation may contain any provision for managing the business and regulating the affairs of the corporation.  The bylaws shall not be inconsistent with its articles of incorporation.

The articles of incorporation or bylaws may prescribe qualifications for directors.  A director need not be a resident of the state of Virginia or a shareholder of the corporation unless the articles of incorporation or bylaws so prescribe.

The articles of incorporation shall prescribe the classes of shares and the number of shares of each class that the corporation is authorized to issue.  If more than one class of shares is authorized the articles of incorporation shall prescribe a distinguishing designation for each class.

A corporation may hold the annual shareholders’ meeting in or outside the state of Virginia.  Failure to hold an annual meeting in one or more years does not affect the validity of any corporate action.

To learn more about Virginia corporations, please visit the Virginia State Corporate Commission website.

Inside Virginia Corporation Law