13.1-619 - Articles of incorporation. - Virginia Statutes

§ 13.1-619. Articles of incorporation.

A. The articles of incorporation shall set forth:

1. A corporate name for the corporation that satisfies the requirements of §13.1-630;

2. The number of shares the corporation is authorized to issue;

3. If more than one class or series of shares is authorized, the number ofauthorized shares of each class or series and a distinguishing designationfor each class or series; and

4. The address of the corporation's initial registered office (including both(i) the post-office address with street and number, if any, and (ii) the nameof the city or county in which it is located), and the name of its initialregistered agent at that office, and that the agent is either (i) anindividual who is a resident of Virginia and either a director of thecorporation or a member of the Virginia State Bar or (ii) a domestic orforeign stock or nonstock corporation, limited liability company, orregistered limited liability partnership authorized to transact business inthe Commonwealth.

B. The articles of incorporation may set forth:

1. The names and addresses of the individuals who are to serve as the initialdirectors;

2. Any provision defining or denying the preemptive right of shareholders toacquire unissued shares of the corporation;

3. Provisions not inconsistent with law:

a. Stating the purpose or purposes for which the corporation is organized;

b. Regarding the management of the business and regulation of the affairs ofthe corporation;

c. Defining, limiting, and regulating the powers of the corporation, itsdirectors, and shareholders;

d. Establishing a par value for authorized shares or classes or series ofshares; and

4. Any provision that under this chapter is required or permitted to be setforth in the bylaws.

C. The articles of incorporation need not set forth any of the corporatepowers enumerated in this chapter.

D. Provisions of the articles of incorporation may be made dependent uponfacts objectively ascertainable outside the articles of incorporation inaccordance with subsection L of § 13.1-604.

(Code 1950, § 13.1-49; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1985, c.522; 1986, c. 622; 1993, c. 113; 2000, c. 162; 2001, cc. 517, 541; 2005, c.765.)