                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-603)

As used in this chapter:		&#8220;Articles of incorporation&#8221; 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 consolidation, serial
designation, reduction, correction, and merger. It excludes articles of share
exchange filed by an acquiring corporation. 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, including any articles of serial designation, without the
accompanying articles of restatement, amendment, domestication, or merger. When
used with respect to a foreign corporation, the &#8220;articles of
incorporation&#8221; of such entity means the document that is equivalent to the
articles of incorporation of a domestic corporation.		&#8220;Authorized
shares&#8221; means the shares of all classes a domestic or foreign corporation
is authorized to issue.		&#8220;Beneficial shareholder&#8221; means a person
that owns the beneficial interest in shares, which may be a record shareholder
or a person on whose behalf shares are registered in the name of an intermediary
as nominee.		&#8220;Certificate,&#8221; when relating to articles filed with the
Commission, means the order of the Commission that makes the articles effective,
together with the articles.		&#8220;Commission&#8221; means the State
Corporation Commission of Virginia.		&#8220;Conspicuous&#8221; means so written,
displayed, or presented that a reasonable person against whom the writing is to
operate should have noticed it. For example, text that is italicized, is in
boldface, contrasting colors, or capitals, or is underlined, is
conspicuous.		&#8220;Corporation&#8221; or &#8220;domestic corporation&#8221;
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 12.1 (§
13.1-722.1:1 et seq.) or Article 12.2 (§ 13.1-722.8 et seq.) of this chapter or
Article 15 (§ 13.1-1081 et seq.) of Chapter 12.		&#8220;Deliver&#8221; or
&#8220;delivery&#8221; means any method of delivery used in conventional
commercial practice, including delivery by hand, mail, commercial delivery, and,
if authorized in accordance with § 13.1-610, electronic
transmission.		&#8220;Derivative proceeding&#8221; means a civil suit in the
right of a domestic corporation or, to the extent provided in Article 8.1 (§
13.1-672.1 et seq.), a foreign corporation.		&#8220;Disinterested
director&#8221; means, except with respect to Article 14 (§ 13.1-725 et seq.),
a director who, at the time action is to be taken under subdivision B 5 of §
13.1-619, § 13.1-672.4, 13.1-691, 13.1-699, or 13.1-701, does not have (i) a
financial interest in a matter that is the subject of such action or (ii) a
familial, financial, professional, employment, or other relationship with a
person who has a financial interest in the matter, either of which would
reasonably be expected to impair the objectivity of the director&#8217;s
judgment when participating in the action, and if the action is to be taken
under § 13.1-699 or 13.1-701, is also not a party to the proceeding. The
presence of one or more of the following circumstances shall not by itself
prevent a person from being a disinterested director: (i) nomination or election
of the director to the board by any director who is not a disinterested director
with respect to the matter or by any person that has a material relationship
with that director, acting alone or participating with others; (ii) service as a
director of another corporation of which a director who is not a disinterested
director with respect to the matter, or any person that has a material
relationship with that director, is or was also a director; or (iii) at the time
action is to be taken under § 13.1-672.4, status as a named defendant, as a
director against whom action is demanded, or as a director who approved the act
being challenged.		&#8220;Distribution&#8221; means a direct or indirect
transfer of cash or other property, except the corporation&#8217;s own shares,
or incurrence of indebtedness by a corporation to or for the benefit of its
shareholders in respect of any of its shares. A distribution may be in the form
of a payment of a dividend; a purchase, redemption, or other acquisition of
shares; a distribution of indebtedness of the corporation; a distribution in
liquidation; or otherwise. Distribution does not include an acquisition by a
corporation of its shares from the estate or personal representative of a
deceased shareholder, or any other shareholder, but only to the extent the
acquisition is effected using the proceeds of insurance on the life of such
deceased shareholder and the board of directors approved the policy and the
terms of the redemption prior to the shareholder&#8217;s
death.		&#8220;Document&#8221; means (i) any tangible medium on which
information is inscribed, and includes handwritten, typed, printed, or similar
instruments and copies of such instruments, or (ii) an electronic
record.		&#8220;Domestic&#8221; with respect to an entity, means an entity
governed as to its internal affairs by the organic law of the
Commonwealth.		&#8220;Domestic business trust&#8221; has the same meaning as
specified in § 13.1-1201.		&#8220;Domestic limited liability company&#8221; has
the same meaning as specified in § 13.1-1002.		&#8220;Domestic limited
partnership&#8221; has the same meaning as specified in §
50-73.1.		&#8220;Domestic nonstock corporation&#8221; has the same meaning as
&#8220;domestic corporation&#8221; as specified in § 13.1-803.		&#8220;Domestic
partnership&#8221; means an association of two or more persons to carry on as
co-owners a business for profit formed under § 50-73.88, or predecessor law of
the Commonwealth, and includes, for all purposes of the laws of the
Commonwealth, a registered limited liability partnership.		&#8220;Effective
date,&#8221; when referring to a document for which effectiveness is contingent
upon issuance of a certificate by the Commission, means the time and date
determined in accordance with § 13.1-606.		&#8220;Effective date of
notice&#8221; is defined in subdivision A 9 of §
13.1-610.		&#8220;Electronic&#8221; means relating to technology having
electrical, digital, magnetic, wireless, optical, electromagnetic, or similar
capabilities.		&#8220;Electronic record&#8221; means information that is stored
in an electronic or other nontangible medium and is retrievable in paper form
through an automated process used in conventional commercial practice, unless
otherwise authorized in accordance with subdivision A 10 of §
13.1-610.		&#8220;Electronic transmission&#8221; or &#8220;electronically
transmitted&#8221; means any form or process of communication, not directly
involving the physical transfer of paper or another tangible medium, that (i) is
suitable for the retention, retrieval, and reproduction of information by the
recipient, and (ii) is retrievable in paper form by the recipient through an
automated process used in conventional commercial practice, unless otherwise
authorized in accordance with subdivision A 10 of § 13.1-610.		&#8220;Eligible
entity&#8221; means a domestic or foreign unincorporated entity or a domestic or
foreign nonstock corporation.		&#8220;Eligible interests&#8221; means interests
or memberships.		&#8220;Employee&#8221; includes, unless otherwise provided in
the bylaws, an officer but not a director. A director may accept duties that
make the director also an employee.		&#8220;Entity&#8221; 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.		&#8220;Expenses&#8221; means
reasonable expenses of any kind that are incurred in connection with a
matter.		&#8220;Filing entity&#8221; means an unincorporated entity other than a
general partnership.		&#8220;Foreign,&#8221; with respect to an entity, means an
entity governed as to its internal affairs by the organic law of a jurisdiction
other than the Commonwealth.		&#8220;Foreign business trust&#8221; has the same
meaning as specified in § 13.1-1201.		&#8220;Foreign corporation&#8221; means a
corporation authorized by law to issue shares, organized under laws other than
the laws of the Commonwealth.		&#8220;Foreign limited liability company&#8221;
has the same meaning as specified in § 13.1-1002.		&#8220;Foreign limited
partnership&#8221; has the same meaning as specified in §
50-73.1.		&#8220;Foreign nonstock corporation&#8221; 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.		&#8220;Foreign partnership&#8221; means an
association of two or more persons to carry on as co-owners of a business for
profit formed under the laws of any state or jurisdiction other than the
Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a
foreign registered limited liability partnership.		&#8220;Foreign registered
limited liability partnership&#8221; has the same meaning as specified in §
50-73.79.		&#8220;Foreign unincorporated entity&#8221; means a foreign
partnership, foreign limited liability company, foreign limited partnership, or
foreign business trust.		&#8220;Government subdivision&#8221; includes
authority, county, district, and municipality.		&#8220;Governor&#8221; means any
person under whose authority the powers of an entity are exercised and under
whose direction the activities and affairs of the entity are managed pursuant to
the organic law governing the entity and its organic
rules.		&#8220;Includes&#8221; and &#8220;including&#8221; denote a partial
definition as a nonexclusive list.		&#8220;Individual&#8221; means a natural
person.		&#8220;Interest&#8221; means either or both of the following rights
under the organic law governing an unincorporated entity:

1. The right to receive distributions from the entity either in the ordinary
course or upon liquidation; or

2. The right to receive notice or to vote on issues involving its internal
affairs, other than as an agent, assignee, proxy or person responsible for
managing its business and affairs.
			&#8220;Interest holder&#8221; means a person who holds of record an
interest.			&#8220;Interest holder liability&#8221; means:

1. Personal liability for a debt, obligation, or other liability of a domestic
or foreign corporation or domestic or foreign eligible entity that is imposed on
a person:
			a. Solely by reason of the person&#8217;s status as a shareholder, member, or
interest holder; or			b. By the articles of incorporation of the domestic
corporation or the organic rules of the eligible entity or foreign corporation
that make one or more specified shareholders, members, or interest holders, or
categories of shareholders, members, or interest holders, liable in their
capacity as shareholders, members, or interest holders for all or specified
liabilities of the corporation or eligible entity; or

2. An obligation of a shareholder, member, or interest holder under the articles
of incorporation of a domestic corporation or the organic rules of an eligible
entity or foreign corporation to contribute to the entity.
			For purposes of the foregoing, except as otherwise provided in the articles
of incorporation of a domestic corporation or the organic law or organic rules
of an eligible entity or a foreign corporation, interest holder liability arises
under subdivision 1 when the corporation or eligible entity incurs the
liability.			&#8220;Jurisdiction of formation&#8221; means the state or country
the law of which includes the organic law governing a domestic or foreign
corporation or eligible entity.			&#8220;Means&#8221; denotes an exhaustive
definition.			&#8220;Membership&#8221; means the rights of a member in a
domestic or foreign nonstock corporation or limited liability
company.			&#8220;Merger&#8221; means a transaction pursuant to &#xA7; 13.1-716
or 13.1-766.1.			&#8220;Notice&#8221; is defined in &#xA7;
13.1-610.			&#8220;Organic law&#8221; means the statute governing the internal
affairs of a domestic or foreign corporation or eligible
entity.			&#8220;Organic rules&#8221; means the public organic record and
private organic rules of a domestic or foreign corporation or eligible
entity.			&#8220;Person&#8221; includes an individual and an
entity.			&#8220;Principal office&#8221; means the office, in or out of the
Commonwealth, where the principal executive offices of a domestic or foreign
corporation are located, or, if there are no such offices, the office, in or out
of the Commonwealth, so designated by the board of directors. The designation of
the principal office in the most recent annual report filed pursuant to &#xA7;
13.1-775 shall be conclusive for purposes of this chapter.			&#8220;Private
organic rules&#8221; 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. Where
private organic rules have been amended or restated, the term means the private
organic rules as last amended or restated.			&#8220;Proceeding&#8221; includes
civil suit and criminal, administrative, and investigatory
action.			&#8220;Protected series&#8221; has the same meaning as specified in
&#xA7; 13.1-1002.			&#8220;Public corporation&#8221; means a corporation that
has shares listed on a national securities exchange or regularly traded in a
market maintained by one or more members of a national or affiliated securities
association.			&#8220;Public organic record&#8221; 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. Where a public organic record has been amended or restated, the term
means the public organic record as last amended or restated.			&#8220;Record
date&#8221; means the date fixed for determining the identity of the
corporation&#8217;s shareholders and their shareholdings for purposes of this
chapter. The determinations shall be made as of the close of business at the
principal office of the corporation on the record date unless another time for
doing so is specified when the record date is fixed.			&#8220;Record
shareholder&#8221; means (i) the person in whose name shares are registered in
the records of the corporation or (ii) the person identified as the beneficial
owner of shares in a beneficial ownership certificate pursuant to &#xA7;
13.1-664 on file with the corporation to the extent of the rights granted by
such certificate.			&#8220;Registered limited liability partnership&#8221; has
the same meaning as specified in &#xA7; 50-73.79.			&#8220;Secretary&#8221;
means the corporate officer or other individual to whom the board of directors
has delegated responsibility under subsection C of &#xA7; 13.1-693 for custody
of the minutes of the meetings of the board of directors and of the shareholders
and for authenticating records of the corporation.			&#8220;Series limited
liability company&#8221; has the same meaning as specified in &#xA7;
13.1-1002.			&#8220;Share exchange&#8221; means a transaction pursuant to &#xA7;
13.1-717.			&#8220;Shareholder&#8221; means a record
shareholder.			&#8220;Shares&#8221; means the units into which the proprietary
interests in a corporation are divided.			&#8220;Sign&#8221; or
&#8220;signature&#8221; means, with present intent to authenticate or adopt a
document: (i) to execute or adopt a tangible symbol to a document, and includes
any manual, facsimile, or conformed signature; or (ii) to attach to or logically
associate with an electronic transmission an electronic sound, symbol, or
process, and includes an electronic signature in an electronic
transmission.			&#8220;State&#8221; when referring to a part of the United
States, includes a state, commonwealth, and the District of Columbia, and their
agencies and governmental subdivisions; and a territory or insular possession,
and their agencies and governmental subdivisions, of the United
States.			&#8220;Subscriber&#8221; means a person who subscribes for shares in a
corporation, whether before or after incorporation.			&#8220;Subsidiary&#8221;
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.			&#8220;Unincorporated entity&#8221; or &#8220;domestic
unincorporated entity&#8221; means a domestic partnership, limited liability
company, limited partnership or business trust.			&#8220;United States&#8221;
includes district, authority, bureau, commission, department, and any other
agency of the United States.			&#8220;Unrestricted voting trust beneficial
owner&#8221; means, with respect to any shareholder rights, a voting trust
beneficial owner whose entitlement to exercise the shareholder right in question
is not inconsistent with the voting trust agreement.			&#8220;Voting
group&#8221; 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. All shares
entitled by the articles of incorporation or this chapter to vote generally on
the matter are for that purpose a single voting group.			&#8220;Voting
power&#8221; means the current power to vote in the election of
directors.			&#8220;Voting trust beneficial owner&#8221; means an owner of a
beneficial interest in shares of the corporation held in a voting trust
established pursuant to subsection A of &#xA7; 13.1-670.			&#8220;Writing&#8221;
or &#8220;written&#8221; means any information in the form of a document.

HISTORY: Code 1950, § 13.1-2; 1956, c. 428; 1962, c. 44; 1975, c. 500; 1985, c.
522; 1992, cc. 575, 802; 1993, c. 200; 1994, c. 122; 1997, cc. 190, 801; 2001,
c. 545; 2002, cc. 1, 285; 2003, cc. 340, 728; 2005, c. 765; 2006, c. 663; 2007,
c. 165; 2010, c. 782; 2012, c. 706; 2015, c. 611; 2016, c. 288; 2019, c. 734;
2020, c. 1226.