                                 CODE OF VIRGINIA

DEFINITIONS (§ 13.1-803)

As used in this chapter, unless the context requires a different
meaning:		&#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 merger, consolidation, or
correction. 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 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;Board of directors&#8221; means the group of
persons vested with the management of the business of the corporation
irrespective of the name by which such group is designated, and
&#8220;director&#8221; means a member of the board of
directors.		&#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 not 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 that,
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 11.1 (§
13.1-898.1:1 et seq.).		&#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 § 13.1-810, by electronic transmission.		&#8220;Disinterested
director&#8221; means a director who, at the time action is to be taken under §
13.1-871, 13.1-878, or 13.1-880, 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 affect adversely the objectivity of the director when participating in the
action, and if the action is to be taken under § 13.1-878 or 13.1-880, 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: (a) nomination or election of the director to the current board by any
person, acting alone or participating with others, who is so interested in the
matter or (b) service as a director of another corporation of which an
interested person is also a director.		&#8220;Document&#8221; means (i) any
tangible medium on which information is inscribed, and includes any writing or
written instrument, 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 partnership&#8221; means an
association of two or more persons to carry on as co-owners of 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;Domestic stock corporation&#8221; has the same
meaning as &#8220;domestic corporation&#8221; as specified in §
13.1-603.		&#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 §
13.1-806.		&#8220;Effective date of notice&#8221; is defined in §
13.1-810.		&#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 medium and is retrievable in paper form through an
automated process used in conventional commercial practice, unless otherwise
authorized in accordance with subsection J of § 13.1-810.		&#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 other 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
subsection J of § 13.1-810.		&#8220;Eligible entity&#8221; means a domestic or
foreign unincorporated entity or a domestic or foreign stock
corporation.		&#8220;Eligible interests&#8221; means interests or
shares.		&#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 stock corporation; any domestic or
foreign unincorporated entity; any estate or trust; and any state, the United
States, and any foreign government.		&#8220;Entity conversion&#8221; means
conversion. A certificate of entity conversion is the same as a certificate of
conversion.		&#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 not 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 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 stock corporation&#8221; has the same meaning as
&#8220;foreign corporation&#8221; as specified in § 13.1-603.		&#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;Includes&#8221; denotes a partial
definition.		&#8220;Incorporation surrender&#8221; has the same meaning as
specified in § 13.1-898.1:1. A certificate of incorporation surrender is the
same as a certificate of domestication.		&#8220;Individual&#8221; means a
natural person.		&#8220;Interest&#8221; means either or both of the following
rights under the organic law of a foreign or domestic 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 vote on issues involving its internal affairs,
other than as an agent, assignee, proxy, or person responsible for managing its
business and affairs.
			&#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;Member&#8221; means one having a membership interest in a
corporation in accordance with the provisions of its articles of incorporation
or bylaws.			&#8220;Membership interest&#8221; means the interest of a member in
a domestic or foreign corporation, including voting and all other rights
associated with membership.			&#8220;Organic document&#8221; means the document,
if any, that is filed of public record to create an unincorporated entity. Where
an organic document has been amended or restated, the term means the organic
document as last amended or restated.			&#8220;Organic law&#8221; means the
statute governing the internal affairs 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;
13.1-936 shall be conclusive for purposes of this
chapter.			&#8220;Proceeding&#8221; includes civil suit and criminal,
administrative and investigatory action conducted by a governmental
agency.			&#8220;Protected series&#8221; has the same meaning as specified in
&#xA7; 13.1-1002.			&#8220;Record date&#8221; means the date established under
Article 7 (&#xA7; 13.1-837 et seq.) of this chapter on which a corporation
determines the identity of its members and their membership interests for
purposes of this chapter. The determination 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;Registered limited liability partnership&#8221; has the same
meaning as specified in &#xA7; 50-73.79.			&#8220;Shares&#8221; has the same
meaning as specified in &#xA7; 13.1-603.			&#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;Transact business&#8221; includes the conduct of affairs by any
corporation that is not organized for profit.			&#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 any district, authority, bureau,
commission, department, or any other agency of the United
States.			&#8220;Voting group&#8221; means all members of one or more classes
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 members. All
members 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;Writing&#8221; or &#8220;written&#8221; means
any information in the form of a document.

HISTORY: Code 1950, § 13.1-202; 1956, c. 428; 1985, c. 522; 1997, c. 801; 2002,
c. 285; 2007, c. 925; 2010, c. 171; 2012, c. 706; 2021, Sp. Sess. I, c. 487;
2022, c. 82.