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Virginia Code > Title 13.1 > Chapter 9 > Article 12 – Mergers and Share Exchanges

§ 13.1-715.1 Definitions
§ 13.1-716 Merger
§ 13.1-717 Share exchange
§ 13.1-718 Action on a plan of merger or share exchange
§ 13.1-719 Merger between parent and subsidiary or between subsidiaries
§ 13.1-719.1 Formation of a holding company
§ 13.1-720 Articles of merger or share exchange
§ 13.1-721 Effect of merger or share exchange

Terms Used In Virginia Code > Title 13.1 > Chapter 9 > Article 12 - Mergers and Share Exchanges

  • Acquired entity: means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of shares or eligible interests acquired in a share exchange. See Virginia Code 13.1-715.1
  • Acquiring entity: means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange. See Virginia Code 13.1-715.1
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appraisal: A determination of property value.
  • Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
  • Bequest: Property gifted by will.
  • Board: means the Board of Health. See Virginia Code 32.1-276.3
  • Board: means the Board of Medical Assistance Services. See Virginia Code 32.1-343
  • City: means an independent incorporated community which became a city as provided by law before noon on July 1, 1971, or which has within defined boundaries a population of 5,000 or more and which has become a city as provided by law. See Virginia Code 1-208
  • Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
  • Contract: A legal written agreement that becomes binding when signed.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Council: means the governing body of a city or town. See Virginia Code 15.2-102
  • County: means any existing county or such unit hereafter created. See Virginia Code 15.2-102
  • Decedent: A deceased person.
  • Department: means the State Department of Health. See Virginia Code 32.1-3
  • Dependent: A person dependent for support upon another.
  • Development: means a tract of land developed or to be developed as a unit under single ownership or unified control which is to be used for any business or industrial purpose or is to contain three or more residential dwelling units. See Virginia Code 15.2-2201
  • Devise: To gift property by will.
  • Director: means the Director of the Department of Medical Assistance Services. See Virginia Code 32.1-343
  • Disposition: means the burial, interment, entombment, cremation, or other authorized disposition of a dead body permitted by law. See Virginia Code 32.1-309.1
  • domestic corporation: means a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth, or that has become a domestic corporation of the Commonwealth pursuant to Article 12. See Virginia Code 13.1-603
  • Donor: The person who makes a gift.
  • Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation. See Virginia Code 13.1-603
  • Eligible interests: means interests or memberships. See Virginia Code 13.1-603
  • Entity: includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government. See Virginia Code 13.1-603
  • Foreign corporation: means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-603
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Governing body: means the board of supervisors of a county, council of a city, or council of a town, as the context may require. See Virginia Code 15.2-102
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Includes: means includes, but not limited to. See Virginia Code 1-218
  • inhabitants: means with reference to any county, city, town, political subdivision of the Commonwealth or any combination thereof, the natural persons in such county, city, town, political subdivision or combination as shown by the unadjusted United States decennial census last preceding the time at which any provision dependent upon population is being applied or the time as of which it is being construed. See Virginia Code 1-235
  • Interest: means either or both of the following rights under the organic law governing an unincorporated entity:

    1. See Virginia Code 13.1-603

  • Interest holder: means a person who holds of record an interest. See Virginia Code 13.1-603
  • Interest holder liability: means :

    1. See Virginia Code 13.1-603

  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • local government: shall be construed to mean a county, city, or town as the context may require. See Virginia Code 15.2-102
  • Local planning commission: means a municipal planning commission or a county planning commission. See Virginia Code 15.2-2201
  • Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
  • Merger: means a business combination pursuant to § 13. See Virginia Code 13.1-715.1
  • New interest holder liability: means interest holder liability of a person, resulting from a merger or share exchange, that is (i) in respect of an entity which is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective or (ii) in respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if (a) the person did not have interest holder liability immediately before the merger or share exchange became effective or (b) the person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective. See Virginia Code 13.1-715.1
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Organic law: means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
  • Organic rules: means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
  • Party to a merger: means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. See Virginia Code 13.1-715.1
  • Party to a share exchange: means any domestic or foreign corporation or eligible entity that is an acquired entity or an acquiring entity under a plan of share exchange. See Virginia Code 13.1-715.1
  • Person: means an individual, corporation, partnership, or association or any other legal entity. See Virginia Code 32.1-3
  • Person: includes an individual and an entity. See Virginia Code 13.1-603
  • Planning district commission: means a regional planning agency chartered under the provisions of Chapter 42 (§ 15. See Virginia Code 15.2-2201
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
  • Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
  • Quorum: The number of legislators that must be present to do business.
  • Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Share exchange: means a transaction pursuant to § 13. See Virginia Code 13.1-603
  • Shareholder: means a record shareholder. See Virginia Code 13.1-603
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
  • State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
  • Street: means highway, street, avenue, boulevard, road, lane, alley, or any public way. See Virginia Code 15.2-2201
  • Subsidiary: means , as to any corporation, any other corporation of which it owns, directly or indirectly, voting shares entitled to cast a majority of the votes entitled to be cast generally in an election of directors of such other corporation. See Virginia Code 13.1-603
  • Town: means any existing town or an incorporated community within one or more counties which became a town before noon, July one, nineteen hundred seventy-one, as provided by law or which has within defined boundaries a population of 1,000 or more and which has become a town as provided by law. See Virginia Code 15.2-102
  • United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
  • United States: includes district, authority, bureau, commission, department, and any other agency of the United States. See Virginia Code 13.1-603
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Virginia Code 13.1-603
  • Voting power: means the current power to vote in the election of directors. See Virginia Code 13.1-603
  • written: means any information in the form of a document. See Virginia Code 13.1-603

Virginia Code > Title 13.1 > Chapter 9 > Article 12 – 1. Domestication

§ 13.1-721.1 Abandonment of a merger or share exchange
§ 13.1-722.1:1 Definitions
§ 13.1-722.2 Domestication
§ 13.1-722.3 Action on a plan of domestication of a domestic corporation
§ 13.1-722.5 Articles of domestication; effectiveness
§ 13.1-722.6 Amendment of plan of domestication; abandonment
§ 13.1-722.7:1 Effect of domestication

Terms Used In Virginia Code > Title 13.1 > Chapter 9 > Article 12 - 1. Domestication

  • Adult: means a person 18 years of age or more. See Virginia Code 1-203
  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appeal: A request made after a trial, asking another court (usually the court of appeals) to decide whether the trial was conducted properly. To make such a request is "to appeal" or "to take an appeal." One who appeals is called the appellant.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Bequest: Property gifted by will.
  • Board: means the Board of Medical Assistance Services. See Virginia Code 32.1-343
  • Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
  • Contract: A legal written agreement that becomes binding when signed.
  • Conviction: A judgement of guilt against a criminal defendant.
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Department: means the State Department of Health. See Virginia Code 32.1-3
  • Dependent: A person dependent for support upon another.
  • Development: means a tract of land developed or to be developed as a unit under single ownership or unified control which is to be used for any business or industrial purpose or is to contain three or more residential dwelling units. See Virginia Code 15.2-2201
  • Devise: To gift property by will.
  • Director: means the Director of the Department of Medical Assistance Services. See Virginia Code 32.1-343
  • domestic corporation: means a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth, or that has become a domestic corporation of the Commonwealth pursuant to Article 12. See Virginia Code 13.1-603
  • Domesticated corporation: means the domesticating corporation as it continues in existence after a domestication. See Virginia Code 13.1-722.1:1
  • Domesticating corporation: means the domestic corporation that approves a plan of domestication pursuant to § 13. See Virginia Code 13.1-722.1:1
  • Domestication: means a transaction pursuant to this article, including domestication of a foreign corporation as a domestic corporation or domestication of a domestic corporation in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name. See Virginia Code 13.1-722.1:1
  • Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation. See Virginia Code 13.1-603
  • Entity: includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government. See Virginia Code 13.1-603
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreign corporation: means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-603
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Governing body: means the board of supervisors of a county, council of a city, or council of a town, as the context may require. See Virginia Code 15.2-102
  • Guardian: A person legally empowered and charged with the duty of taking care of and managing the property of another person who because of age, intellect, or health, is incapable of managing his (her) own affairs.
  • Interest: means either or both of the following rights under the organic law governing an unincorporated entity:

    1. See Virginia Code 13.1-603

  • Interest holder: means a person who holds of record an interest. See Virginia Code 13.1-603
  • Interest holder liability: means :

    1. See Virginia Code 13.1-603

  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • local government: shall be construed to mean a county, city, or town as the context may require. See Virginia Code 15.2-102
  • Local planning commission: means a municipal planning commission or a county planning commission. See Virginia Code 15.2-2201
  • Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
  • Merger: means a transaction pursuant to § 13. See Virginia Code 13.1-603
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Official map: means a map of legally established and proposed public streets, waterways, and public areas adopted by a locality in accordance with the provisions of Article 4 (§ 15. See Virginia Code 15.2-2201
  • Organic law: means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
  • Organic rules: means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
  • Oversight: Committee review of the activities of a Federal agency or program.
  • Person: means an individual, corporation, partnership, or association or any other legal entity. See Virginia Code 32.1-3
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
  • Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
  • Public facilities: means public transportation facilities, public safety facilities, public school facilities, or public parks. See Virginia Code 15.2-2303.4
  • Quorum: The number of legislators that must be present to do business.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Share exchange: means a transaction pursuant to § 13. See Virginia Code 13.1-603
  • Shareholder: means a record shareholder. See Virginia Code 13.1-603
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
  • Special exception: means a special use that is a use not permitted in a particular district except by a special use permit granted under the provisions of this chapter and any zoning ordinances adopted herewith. See Virginia Code 15.2-2201
  • State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
  • Street: means highway, street, avenue, boulevard, road, lane, alley, or any public way. See Virginia Code 15.2-2201
  • United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Virginia Code 13.1-603
  • written: means any information in the form of a document. See Virginia Code 13.1-603

Virginia Code > Title 13.1 > Chapter 9 > Article 12 – 2. Conversion

§ 13.1-722.8 Definitions
§ 13.1-722.9 Conversion
§ 13.1-722.10 Plan of conversion
§ 13.1-722.11 Action on plan of conversion
§ 13.1-722.12 Articles of conversion; effectiveness
§ 13.1-722.12:1 Amendment of plan of conversion; abandonment
§ 13.1-722.13 Effect of conversion

Terms Used In Virginia Code > Title 13.1 > Chapter 9 > Article 12 - 2. Conversion

  • Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
  • Appraisal: A determination of property value.
  • Appropriation: The provision of funds, through an annual appropriations act or a permanent law, for federal agencies to make payments out of the Treasury for specified purposes. The formal federal spending process consists of two sequential steps: authorization
  • Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
  • Assets: (1) The property comprising the estate of a deceased person, or (2) the property in a trust account.
  • Balanced budget: A budget in which receipts equal outlays.
  • Bequest: Property gifted by will.
  • Board: means the Board of Medical Assistance Services. See Virginia Code 32.1-353.2
  • Certified nursing facility: means any skilled nursing facility, skilled care facility, intermediate care facility, nursing or nursing care facility, or nursing home, whether freestanding or a portion of a freestanding medical care facility, that is certified for participation as a Medicare or Medicaid provider, or both, pursuant to Title XVIII and Title XIX of the United States Social Security Act, as amended, and § 32. See Virginia Code 32.1-353.2
  • Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
  • Contract: A legal written agreement that becomes binding when signed.
  • Conversion: means a transaction pursuant to this article. See Virginia Code 13.1-722.8
  • Converted entity: means the converting entity as it continues in existence after a conversion. See Virginia Code 13.1-722.8
  • Converting entity: means the domestic corporation or eligible entity that approves a plan of conversion pursuant to § 13. See Virginia Code 13.1-722.8
  • Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
  • Department: means the State Department of Health. See Virginia Code 32.1-3
  • Dependent: A person dependent for support upon another.
  • Devise: To gift property by will.
  • Director: means the Director of the Department of Medical Assistance Services. See Virginia Code 32.1-353.2
  • domestic corporation: means a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth, or that has become a domestic corporation of the Commonwealth pursuant to Article 12. See Virginia Code 13.1-603
  • Domestic partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under § 50-73. See Virginia Code 13.1-603
  • Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation. See Virginia Code 13.1-603
  • Eligible interests: means interests or memberships. See Virginia Code 13.1-603
  • Entitlement: A Federal program or provision of law that requires payments to any person or unit of government that meets the eligibility criteria established by law. Entitlements constitute a binding obligation on the part of the Federal Government, and eligible recipients have legal recourse if the obligation is not fulfilled. Social Security and veterans' compensation and pensions are examples of entitlement programs.
  • Entity: includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government. See Virginia Code 13.1-603
  • Filing entity: means an unincorporated entity other than a general partnership. See Virginia Code 13.1-603
  • Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
  • Foreign corporation: means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-603
  • Foreign nonstock corporation: means a corporation that is incorporated under a law other than the law of the Commonwealth and would, based on its public organic record, be a nonstock corporation if incorporated under the law of the Commonwealth. See Virginia Code 13.1-603
  • Gift: A voluntary transfer or conveyance of property without consideration, or for less than full and adequate consideration based on fair market value.
  • Governing body: means the board of supervisors of a county, council of a city, or council of a town, as the context may require. See Virginia Code 15.2-102
  • in writing: include any representation of words, letters, symbols, numbers, or figures, whether (i) printed or inscribed on a tangible medium or (ii) stored in an electronic or other medium and retrievable in a perceivable form and whether an electronic signature authorized by Chapter 42. See Virginia Code 1-257
  • Interest: means either or both of the following rights under the organic law governing an unincorporated entity:

    1. See Virginia Code 13.1-603

  • Interest holder: means a person who holds of record an interest. See Virginia Code 13.1-603
  • Interest holder liability: means :

    1. See Virginia Code 13.1-603

  • Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
  • Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Local planning commission: means a municipal planning commission or a county planning commission. See Virginia Code 15.2-2201
  • Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
  • Medical care facility: means any institution, place, building, or agency, whether or not licensed or required to be licensed by the Board or the Department of Behavioral Health and Developmental Services, whether operated for profit or nonprofit, and whether privately owned or privately operated or owned or operated by a local governmental unit, (i) by or in which health services are furnished, conducted, operated, or offered for the prevention, diagnosis, or treatment of human disease, pain, injury, deformity, or physical condition, whether medical or surgical, of two or more nonrelated persons who are injured or physically sick or have mental illness, or for the care of two or more nonrelated persons requiring or receiving medical, surgical, nursing, acute, chronic, convalescent, or long-term care services, or services for individuals with disabilities, or (ii) which is the recipient of reimbursements from third-party health insurance programs or prepaid medical service plans. See Virginia Code 32.1-3
  • Merger: means a transaction pursuant to § 13. See Virginia Code 13.1-603
  • Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
  • Official map: means a map of legally established and proposed public streets, waterways, and public areas adopted by a locality in accordance with the provisions of Article 4 (§ 15. See Virginia Code 15.2-2201
  • Organic law: means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
  • Organic rules: means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
  • Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
  • Person: means an individual, corporation, partnership, or association or any other legal entity. See Virginia Code 32.1-3
  • Person: includes an individual and an entity. See Virginia Code 13.1-603
  • Private organic rules: means (i) the bylaws of a domestic or foreign corporation or nonstock corporation or (ii) the rules, regardless of whether in writing, that govern the internal affairs of an unincorporated entity, are binding on all its interest holders, and are not part of its public organic record. See Virginia Code 13.1-603
  • Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
  • Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
  • Public organic record: means (i) the articles of incorporation of a domestic or foreign corporation or nonstock corporation or (ii) the document, the filing of which is required to create an unincorporated entity. See Virginia Code 13.1-603
  • Quorum: The number of legislators that must be present to do business.
  • Service of process: The service of writs or summonses to the appropriate party.
  • Shareholder: means a record shareholder. See Virginia Code 13.1-603
  • Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
  • State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
  • Street: means highway, street, avenue, boulevard, road, lane, alley, or any public way. See Virginia Code 15.2-2201
  • United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
  • Voting group: means all shares of one or more classes or series that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of shareholders. See Virginia Code 13.1-603
  • written: means any information in the form of a document. See Virginia Code 13.1-603