CHAPTER 394
An Act to amend and reenact §§ 13.1-803 , 13.1-804 , 13.1-804.1 , 13.1-806 through 13.1-811 , 13.1-813 through 13.1-816 , 13.1-819 through 13.1-828 , 13.1-831 , 13.1-834 , 13.1-835 , 13.1-837 through 13.1-852.1 , 13.1-853 through 13.1-860 , 13.1-862 , 13.1-864 , 13.1-865 , 13.1-867 through 13.1-870.1 , 13.1-871 , 13.1-872 through 13.1-897.1 , 13.1-898.2 through 13.1-898.5 , 13.1-899 , 13.1-900 , 13.1-902 , 13.1-904 through 13.1-910 , 13.1-912 through 13.1-923 , 13.1-925 through 13.1-936.1 , 13.1-937 , 13.1-939 , 13.1-945 , 13.1-1002 , and 13.1-1082 of the Code of Virginia; to amend the Code of Virginia by adding in Chapter 10 of Title 13.1 an article numbered 1.1, consisting of sections numbered 13.1-814.2 through 13.1-814.9 , by adding sections numbered 13.1-837.1 and 13.1-837.2 , by adding in Article 7 of Chapter 10 of Title 13.1 a section numbered 13.1-852.01 , by adding in Chapter 10 of Title 13.1 an article numbered 7.2, consisting of sections numbered 13.1-852.3 through 13.1-852.7 , by adding sections numbered 13.1-861.1 , 13.1-871.2 , 13.1-889.1 , 13.1-894.1 , 13.1-895.1 , and 13.1-898.5:1 , by adding in Chapter 10 of Title 13.1 an article numbered 11.2, consisting of sections numbered 13.1-898.8 through 13.1-898.14 , by adding in Article 13 of Chapter 10 of Title 13.1 a section numbered 13.1-901.1 , by adding in Chapter 10 of Title 13.1 an article numbered 13.1, consisting of sections numbered 13.1-918.1 and 13.1-918.2 , and by adding a section numbered 13.1-935.2 ; and to repeal §§ 13.1-898.6 and 13.1-898.7 and Article 17.1 (§§ 13.1-944.1 through 13.1-944.7 ) of Chapter 10 of Title 13.1 of the Code of Virginia, relating to Virginia Nonstock Corporation Act.
[S 246]
Approved April 8, 2026
Be it enacted by the General Assembly of Virginia:
1. That §§ 13.1-803 , 13.1-804 , 13.1-804.1 , 13.1-806 through 13.1-811 , 13.1-813 through 13.1-816 , 13.1-819 through 13.1-828 , 13.1-831 , 13.1-834 , 13.1-835 , 13.1-837 through 13.1-852.1 , 13.1-853 through 13.1-860 , 13.1-862 , 13.1-864 , 13.1-865 , 13.1-867 through 13.1-870.1 , 13.1-871 , 13.1-872 through 13.1-897.1 , 13.1-898.2 through 13.1-898.5 , 13.1-899 , 13.1-900 , 13.1-902 , 13.1-904 through 13.1-910 , 13.1-912 through 13.1-923 , 13.1-925 through 13.1-936.1 , 13.1-937 , 13.1-939 , 13.1-945 , 13.1-1002 , and 13.1-1082 of the Code of Virginia are amended and reenacted and that the Code of Virginia is amended by adding in Chapter 10 of Title 13.1 an article numbered 1.1, consisting of sections numbered 13.1-814.2 through 13.1-814.9 , by adding sections numbered 13.1-837.1 and 13.1-837.2 , by adding in Article 7 of Chapter 10 of Title 13.1 a section numbered 13.1-852.01 , by adding in Chapter 10 of Title 13.1 an article numbered 7.2, consisting of sections numbered 13.1-852.3 through 13.1-852.7 , by adding sections numbered 13.1-861.1 , 13.1-871.2 , 13.1-889.1 , 13.1-894.1 , 13.1-895.1 , and 13.1-898.5:1 , by adding in Chapter 10 of Title 13.1 an article numbered 11.2, consisting of sections numbered 13.1-898.8 through 13.1-898.14 , by adding in Article 13 of Chapter 10 of Title 13.1 a section numbered 13.1-901.1 , by adding in Chapter 10 of Title 13.1 an article numbered 13.1, consisting of sections numbered 13.1-918.1 and 13.1-918.2 , and by adding a section numbered 13.1-935.2 as follows:
§ 13.1-803 . Definitions.
As used in this chapter, unless the context requires a different meaning:
"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 merger, consolidation, or correction. 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 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.
"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.
"Certificate," when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles.