13.1-316 - Articles of incorporation. - Virginia Statutes

§ 13.1-316. Articles of incorporation.

Articles of incorporation shall be signed in triplicate by each of theincorporators and acknowledged by them, if natural persons, and, ifassociations, by the president and secretary of each such association, beforean officer authorized to take acknowledgments, and shall state:

(a) The name of the association which shall be distinguishable upon therecords of the Commission from the name of any association or corporation,whether issuing shares or not issuing shares, limited liability company,business trust or limited partnership existing under the laws of thisCommonwealth, or the name of any foreign corporation, whether issuing sharesor not issuing shares, limited liability company, business trust or limitedpartnership authorized to transact business in this Commonwealth, or anycorporate, limited liability company, business trust or limited partnershipname reserved or registered as provided by law;

(b) The address of its initial registered office (including both (i) thepost-office address with street and number, if any, and (ii) the name of thecounty or city in which it is located) and the name of its initial registeredagent at such address and that the agent is either (i) an individual who is aresident of Virginia and either a director of the corporation or a member ofthe Virginia State Bar or (ii) a domestic or foreign stock or nonstockcorporation, limited liability company or registered limited liabilitypartnership authorized to transact business in this Commonwealth;

(c) Its purposes;

(d) Whether organized with or without capital stock; and if organized withcapital stock, a description thereof in accordance with the requirements of §13.1-619;

(e) If organized without capital stock, whether the property rights andinterests of each member are equal or unequal; if unequal, the rule by whichsuch rights and interests shall be determined;

(f) The maximum number of directors, not less than five, who are to managethe affairs of the association;

(g) The number of directors constituting the initial board of directors andthe names and addresses of the persons who are to serve as the initialdirectors;

(h) If the duration of a corporation is not to be perpetual, the period ofits duration;

(i) The articles may also contain any other provisions, consistent with lawfor regulating the association's business or the conduct of its affairs, theestablishment of election districts, the election of delegates to representthe members residing therein and the election of directors to represent suchelection districts, either directly or indirectly by said delegates, forvoting by proxy or mail ballot and the issuance, retirement and transfer ofmembership certificates and stock.

(Code 1950, § 13-257; 1956, c. 428; 1958, c. 564; 2001, cc. 517, 541; 2003,c. 592.)