CHAPTER 383
An Act to amend and reenact §§ 13.1-603 , 13.1-616 , 13.1-619 , 13.1-624 , 13.1-632 , 13.1-639 , 13.1-643 , 13.1-646 , 13.1-671.1 , 13.1-672.1 , 13.1-672.3 , 13.1-672.4 , 13.1-672.5 , 13.1-689 , 13.1-691 , 13.1-724 , 13.1-741.1 , 13.1-754 , and 13.1-770 of the Code of Virginia and to amend the Code of Virginia by adding a section numbered 13.1-689.1 and by adding in Article 16 of Chapter 9 of Title 13.1 a section numbered 13.1-741.2 , relating to Virginia Stock Corporation Act.
[H 316]
Approved April 8, 2026
Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-603 , 13.1-616 , 13.1-619 , 13.1-624 , 13.1-632 , 13.1-639 , 13.1-643 , 13.1-646 , 13.1-671.1 , 13.1-672.1 , 13.1-672.3 , 13.1-672.4 , 13.1-672.5 , 13.1-689 , 13.1-691 , 13.1-724 , 13.1-741.1 , 13.1-754 , and 13.1-770 of the Code of Virginia are amended and reenacted and that the Code of Virginia is amended by adding a section numbered 13.1-689.1 and by adding in Article 16 of Chapter 9 of Title 13.1 a section numbered 13.1-741.2 as follows:
§ 13.1-603 . Definitions.
As used in this chapter:
"Articles of incorporation" means all documents constituting, at any particular time, the charter of a corporation. It includes the original charter issued by the General Assembly, a court or the Commission and all amendments including certificates of consolidation, serial designation, reduction, correction, and merger. It excludes articles of share exchange filed by an acquiring corporation. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation, including any articles of serial designation, without the accompanying articles of restatement, amendment, domestication, or merger. When used with respect to a foreign corporation, the "articles of incorporation" of such entity means the document that is equivalent to the articles of incorporation of a domestic corporation.
"Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue.
"Beneficial shareholder" means a person that owns the beneficial interest in shares, which may be a record shareholder or a person on whose behalf shares are registered in the name of an intermediary as nominee.