{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-317.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-317.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-317.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-317.html"}],"law_id":346584,"edition_id":2,"section_id":346584,"structure_id":49764,"section_number":"13.1-317","catch_line":"Filing and recording articles of incorporation","history":"1956, c. 428.","full_text":"a\n\nTriplicate originals of the articles of incorporation, duly signed and acknowledged together with the filing fee required to be paid, shall be delivered to the Commission. If the Commission finds that the articles comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of incorporation, which shall be admitted to record in its office. Upon the issuance of such certificate, it shall become effective in accordance with its terms. One original counterpart of the articles of incorporation, together with the certificate of incorporation issued by the Commission, shall be certified by the Commission to the Commissioner of Agriculture and Consumer Services for filing and another counterpart shall be certified to the Director of the State Agricultural Extension Division for filing.\n\nb\n\nFor filing and recording the certificate of incorporation, an amendment to the certificate of incorporation, or a certificate of adoption, the association shall pay such fees as conform to the laws governing corporations generally. However, for filing the certificate of incorporation of an association organized without capital stock, the association shall pay ten dollars and for filing an amendment to the certificate of incorporation, two dollars and one-half. For certifying and transmitting copies as required by this section, the association shall pay a fee of one dollar per copy.\n\n","order_by":null,"text":{"0":{"id":1292400,"text":"Triplicate originals of the articles of incorporation, duly signed and acknowledged together with the filing fee required to be paid, shall be delivered to the Commission. If the Commission finds that the articles comply with the requirements of law and that all required fees have been paid, it shall by order issue a certificate of incorporation, which shall be admitted to record in its office. Upon the issuance of such certificate, it shall become effective in accordance with its terms. One original counterpart of the articles of incorporation, together with the certificate of incorporation issued by the Commission, shall be certified by the Commission to the Commissioner of Agriculture and Consumer Services for filing and another counterpart shall be certified to the Director of the State Agricultural Extension Division for filing.","type":"section","prefixes":["a"],"prefix":"a","entire_prefix":"a","prefix_anchor":"a","level":1,"next_prefix":"b"},"1":{"id":1292401,"text":"For filing and recording the certificate of incorporation, an amendment to the certificate of incorporation, or a certificate of adoption, the association shall pay such fees as conform to the laws governing corporations generally. However, for filing the certificate of incorporation of an association organized without capital stock, the association shall pay ten dollars and for filing an amendment to the certificate of incorporation, two dollars and one-half. For certifying and transmitting copies as required by this section, the association shall pay a fee of one dollar per copy.","type":"section","prefixes":["b"],"prefix":"b","entire_prefix":"b","prefix_anchor":"b","level":1,"prior_prefix":"a"}},"ancestry":[{"id":49764,"edition_id":2,"name":"Agricultural Cooperative Associations","identifier":"2","label":"article","depth":3,"order_by":2,"parent_id":49762,"metadata":{"child_laws":35,"child_structures":0},"date_created":"2026-08-02 02:14:36","date_modified":"2026-08-02 12:29:05","permalink":{"id":1376585,"object_type":"structure","relational_id":49764,"identifier":"2","token":"13.1\/3\/2","url":"\/13.1\/3\/2\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49762,"edition_id":2,"name":"Cooperative Associations","identifier":"3","label":"chapter","depth":2,"order_by":3,"parent_id":49726,"metadata":{"child_laws":60,"child_structures":3},"date_created":"2026-08-02 02:14:34","date_modified":"2026-08-02 12:29:05","permalink":{"id":1376521,"object_type":"structure","relational_id":49762,"identifier":"3","token":"13.1\/3","url":"\/13.1\/3\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346579,"structure_id":49764,"section_number":"13.1-312","catch_line":"Liberal construction of article","url":"\/13.1-312\/","token":"13.1\/3\/2\/13.1-312","metadata":false},{"id":346580,"structure_id":49764,"section_number":"13.1-313","catch_line":"Definitions","url":"\/13.1-313\/","token":"13.1\/3\/2\/13.1-313","metadata":{"court_decisions":{"0":{"name":"Carson Ray Shenk v. Commonwealth of Virginia","case_number":"1165964","citation":null,"date":"1997-06-03","url":"https:\/\/www.courtlistener.com\/opinion\/1067442\/carson-ray-shenk-v-commonwealth-of-virginia\/","abstract":" .\u202f.\u202f. COURT OF APPEALS OF VIRGINIA .\u202f.\u202f. ","court_html":"<abbr title=\"Court of Appeals\">COA<\/abbr>"},"1":{"name":"Shenk v. Commonwealth","case_number":"No. 1165-96-4","citation":"24 Va. App. 816","date":"1997-06-03","url":"https:\/\/www.courtlistener.com\/opinion\/6932965\/shenk-v-commonwealth\/","abstract":" .\u202f.\u202f. DUFF, Senior Judge. .\u202f.\u202f. ","court_html":"<abbr title=\"Court of Appeals\">COA<\/abbr>"},"2":{"name":"Forst v. Rockingham Poultry Marketing Cooperative, Inc.","case_number":"Record No. 790521","citation":"222 Va. 270","date":"1981-06-12","url":"https:\/\/www.courtlistener.com\/opinion\/6927606\/forst-v-rockingham-poultry-marketing-cooperative-inc\/","abstract":" .\u202f.\u202f. STEPHENSON, J., .\u202f.\u202f. ","court_html":"<abbr title=\"Supreme Court of Virginia\">SCV<\/abbr>"},"3":{"name":"Forst v. ROCKINGHAM POULTRY MARKETING CO-OP.","case_number":"Record No. 790521","citation":"279 S.E.2d 400","date":"1981-06-12","url":"https:\/\/www.courtlistener.com\/opinion\/1395078\/forst-v-rockingham-poultry-marketing-co-op\/","abstract":" .\u202f.\u202f. 279 S.E.2d 400 (1981) .\u202f.\u202f. ","court_html":"<abbr title=\"Supreme Court of Virginia\">SCV<\/abbr>"},"4":{"name":"Trigon Insurance v. United States","case_number":"3:00cv365","citation":"215 F. Supp. 2d 687","date":"2002-08-09","url":"https:\/\/www.courtlistener.com\/opinion\/2503699\/trigon-insurance-v-united-states\/","abstract":" .\u202f.\u202f. 215 F.Supp.2d 687 (2002) .\u202f.\u202f. ","court_html":"District Court, E.D. Virginia"}}}},{"id":346581,"structure_id":49764,"section_number":"13.1-314","catch_line":"Qualification of incorporators","url":"\/13.1-314\/","token":"13.1\/3\/2\/13.1-314","metadata":false},{"id":346582,"structure_id":49764,"section_number":"13.1-315","catch_line":"Purposes","url":"\/13.1-315\/","token":"13.1\/3\/2\/13.1-315","metadata":false},{"id":346583,"structure_id":49764,"section_number":"13.1-316","catch_line":"Articles of incorporation","url":"\/13.1-316\/","token":"13.1\/3\/2\/13.1-316","metadata":false},{"id":346584,"structure_id":49764,"section_number":"13.1-317","catch_line":"Filing and recording articles of incorporation","url":"\/13.1-317\/","token":"13.1\/3\/2\/13.1-317","metadata":false},{"id":346585,"structure_id":49764,"section_number":"13.1-318","catch_line":"Amendments to the articles of incorporation","url":"\/13.1-318\/","token":"13.1\/3\/2\/13.1-318","metadata":false},{"id":346586,"structure_id":49764,"section_number":"13.1-319","catch_line":"Bylaws","url":"\/13.1-319\/","token":"13.1\/3\/2\/13.1-319","metadata":false},{"id":346587,"structure_id":49764,"section_number":"13.1-320","catch_line":"Powers","url":"\/13.1-320\/","token":"13.1\/3\/2\/13.1-320","metadata":false},{"id":346588,"structure_id":49764,"section_number":"13.1-321","catch_line":"Members","url":"\/13.1-321\/","token":"13.1\/3\/2\/13.1-321","metadata":false},{"id":346589,"structure_id":49764,"section_number":"13.1-322","catch_line":"Membership or voting stock certificates; transfers; dividends; nonvoting stock","url":"\/13.1-322\/","token":"13.1\/3\/2\/13.1-322","metadata":false},{"id":346590,"structure_id":49764,"section_number":"13.1-323","catch_line":"General and special meetings; how called","url":"\/13.1-323\/","token":"13.1\/3\/2\/13.1-323","metadata":false},{"id":346591,"structure_id":49764,"section_number":"13.1-324","catch_line":"Directors generally; executive committee","url":"\/13.1-324\/","token":"13.1\/3\/2\/13.1-324","metadata":false},{"id":346592,"structure_id":49764,"section_number":"13.1-325","catch_line":"Removal of director","url":"\/13.1-325\/","token":"13.1\/3\/2\/13.1-325","metadata":false},{"id":346593,"structure_id":49764,"section_number":"13.1-326","catch_line":"Officers generally","url":"\/13.1-326\/","token":"13.1\/3\/2\/13.1-326","metadata":false},{"id":346594,"structure_id":49764,"section_number":"13.1-327","catch_line":"Removal of officer","url":"\/13.1-327\/","token":"13.1\/3\/2\/13.1-327","metadata":false},{"id":346595,"structure_id":49764,"section_number":"13.1-328","catch_line":"Referendum","url":"\/13.1-328\/","token":"13.1\/3\/2\/13.1-328","metadata":false},{"id":346596,"structure_id":49764,"section_number":"13.1-329","catch_line":"Marketing contracts; enforcement; inducing breach; spreading false reports","url":"\/13.1-329\/","token":"13.1\/3\/2\/13.1-329","metadata":false},{"id":346597,"structure_id":49764,"section_number":"13.1-330","catch_line":"Recordation of marketing contracts","url":"\/13.1-330\/","token":"13.1\/3\/2\/13.1-330","metadata":false},{"id":346598,"structure_id":49764,"section_number":"13.1-331","catch_line":"Associations are not in restraint of trade","url":"\/13.1-331\/","token":"13.1\/3\/2\/13.1-331","metadata":false},{"id":346599,"structure_id":49764,"section_number":"13.1-332","catch_line":"Voluntary dissolution","url":"\/13.1-332\/","token":"13.1\/3\/2\/13.1-332","metadata":false},{"id":346601,"structure_id":49764,"section_number":"13.1-333","catch_line":"Repealed","url":"\/13.1-333\/","token":"13.1\/3\/2\/13.1-333","metadata":false},{"id":346600,"structure_id":49764,"section_number":"13.1-333.1","catch_line":"Annual reports","url":"\/13.1-333.1\/","token":"13.1\/3\/2\/13.1-333.1","metadata":false},{"id":346602,"structure_id":49764,"section_number":"13.1-334","catch_line":"Application to existing associations","url":"\/13.1-334\/","token":"13.1\/3\/2\/13.1-334","metadata":false},{"id":346603,"structure_id":49764,"section_number":"13.1-335","catch_line":"Saving clause","url":"\/13.1-335\/","token":"13.1\/3\/2\/13.1-335","metadata":false},{"id":346604,"structure_id":49764,"section_number":"13.1-336","catch_line":"Limitations of the use of the word \"cooperative.\"","url":"\/13.1-336\/","token":"13.1\/3\/2\/13.1-336","metadata":false},{"id":346605,"structure_id":49764,"section_number":"13.1-337","catch_line":"Foreign associations","url":"\/13.1-337\/","token":"13.1\/3\/2\/13.1-337","metadata":false},{"id":346606,"structure_id":49764,"section_number":"13.1-338","catch_line":"Purchasing business of other associations, persons, firms or corporations; stock issued","url":"\/13.1-338\/","token":"13.1\/3\/2\/13.1-338","metadata":false},{"id":346607,"structure_id":49764,"section_number":"13.1-339","catch_line":"Merger or consolidation","url":"\/13.1-339\/","token":"13.1\/3\/2\/13.1-339","metadata":false},{"id":346608,"structure_id":49764,"section_number":"13.1-340","catch_line":"Sale, mortgage or other disposition of assets","url":"\/13.1-340\/","token":"13.1\/3\/2\/13.1-340","metadata":false},{"id":346609,"structure_id":49764,"section_number":"13.1-341","catch_line":"Taxes","url":"\/13.1-341\/","token":"13.1\/3\/2\/13.1-341","metadata":false},{"id":346610,"structure_id":49764,"section_number":"13.1-342","catch_line":"Reserved","url":"\/13.1-342\/","token":"13.1\/3\/2\/13.1-342","metadata":false},{"id":346611,"structure_id":49764,"section_number":"13.1-343","catch_line":"Application of general corporation laws","url":"\/13.1-343\/","token":"13.1\/3\/2\/13.1-343","metadata":false},{"id":346612,"structure_id":49764,"section_number":"13.1-344","catch_line":"Existing associations continued","url":"\/13.1-344\/","token":"13.1\/3\/2\/13.1-344","metadata":false},{"id":346613,"structure_id":49764,"section_number":"13.1-345","catch_line":"Verification no longer required; signing instrument containing misstatement as perjury","url":"\/13.1-345\/","token":"13.1\/3\/2\/13.1-345","metadata":false}],"previous_section":{"id":346583,"structure_id":49764,"section_number":"13.1-316","catch_line":"Articles of incorporation","url":"\/13.1-316\/","token":"13.1\/3\/2\/13.1-316","metadata":false},"next_section":{"id":346585,"structure_id":49764,"section_number":"13.1-318","catch_line":"Amendments to the articles of incorporation","url":"\/13.1-318\/","token":"13.1\/3\/2\/13.1-318","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-317\/","history_text":"<p>This law was first created in 1956. The record of its establishment is cataloged in chapter 428 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1956 \u201cActs\u201d aren\u2019t available online.<\/p>","references":false,"refers_to":false,"permalink":{"id":1376607,"object_type":"law","relational_id":346584,"identifier":"13.1-317","token":"13.1\/3\/2\/13.1-317","url":"\/13.1-317\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-317\/","token":"13.1\/3\/2\/13.1-317","dublin_core":{"Title":"Filing and recording articles of incorporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-317","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"a\"><p><span class=\"prefix-number\">a.<\/span> Triplicate originals of the articles of incorporation, duly signed and acknowledged together with the filing fee required to be paid, shall be delivered to the Commission. If the Commission finds that the articles comply with the requirements of <span class=\"dictionary\">law<\/span> and that all required fees have been paid, it shall by <span class=\"dictionary\">order<\/span> <span class=\"dictionary\">issue<\/span> a certificate of incorporation, which shall be admitted to record in its office. Upon the issuance of such certificate, it shall become effective in accordance with its terms. One original counterpart of the articles of incorporation, together with the certificate of incorporation issued by the Commission, shall be certified by the Commission to the Commissioner of Agriculture and Consumer Services for filing and another counterpart shall be certified to the Director of the State Agricultural Extension Division for filing. <a id=\"paragraph-1292400\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-317\/#a\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"b\"><p><span class=\"prefix-number\">b.<\/span> For filing and recording the certificate of incorporation, an amendment to the certificate of incorporation, or a certificate of adoption, the association shall pay such fees as conform to the <span class=\"dictionary\">laws<\/span> governing corporations generally. However, for filing the certificate of incorporation of an association organized without capital stock, the association shall pay ten dollars and for filing an amendment to the certificate of incorporation, two dollars and one-half. For certifying and transmitting copies as required by this section, the association shall pay a fee of one dollar per copy. <a id=\"paragraph-1292401\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-317\/#b\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nFILING AND RECORDING ARTICLES OF INCORPORATION (\u00a7 13.1-317)\n\na. Triplicate originals of the articles of incorporation, duly signed and\nacknowledged together with the filing fee required to be paid, shall be\ndelivered to the Commission. If the Commission finds that the articles comply\nwith the requirements of law and that all required fees have been paid, it shall\nby order issue a certificate of incorporation, which shall be admitted to record\nin its office. Upon the issuance of such certificate, it shall become effective\nin accordance with its terms. One original counterpart of the articles of\nincorporation, together with the certificate of incorporation issued by the\nCommission, shall be certified by the Commission to the Commissioner of\nAgriculture and Consumer Services for filing and another counterpart shall be\ncertified to the Director of the State Agricultural Extension Division for\nfiling.\n\nb. For filing and recording the certificate of incorporation, an amendment to\nthe certificate of incorporation, or a certificate of adoption, the association\nshall pay such fees as conform to the laws governing corporations generally.\nHowever, for filing the certificate of incorporation of an association organized\nwithout capital stock, the association shall pay ten dollars and for filing an\namendment to the certificate of incorporation, two dollars and one-half. For\ncertifying and transmitting copies as required by this section, the association\nshall pay a fee of one dollar per copy.\n\nHISTORY: 1956, c. 428.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}