Virginia corporate bylaws establish the governance and operational guidelines within a corporation. Incorporators or the board of directors can customize a corporation’s bylaws to meet their needs if they comply with state regulations and the organization’s articles of incorporation.
Within this document, you can describe the processes for key organizational activities, including electing directors and officers, scheduling and conducting shareholder meetings, issuing shares, and amending the bylaws.
Legal Requirements
Corporations in Virginia must create bylaws. Explore other legal requirements below:
- Annual Meetings – Unless shareholders elect their board of directors via written consent, a corporation shall conduct an annual meeting to elect its directors. [1] Annual meetings may be held in Virginia or outside the state as provided by the bylaws. The failure to hold an annual meeting does not invalidate any corporate action.
- Corporate Bylaws – The bylaws contain general provisions for the organization’s operation and should align with the articles of incorporation and state law. [2]
- Issuance of Stock – The board of directors must authorize any issuance of stock. The corporation may issue shares for consideration that consist of tangible or intangible property. [3]
Naming Considerations
- Required Words: “Corporation,” “Incorporated,” “Company,” “Limited,” or an abbreviation thereof (choose one).
- Prohibited Words: Language stating or implying that the corporation will engage in any business listed in § 13.1-620 (unless this is its business); also, only urban redevelopment corporations can use the word “redevelopment” in their names.
- Name Reservation Period: 120 days.
- Renewal Period: Renewable for 45 days prior to the expiration of the original reservation period.
- Transferability: Yes.
Emergency Bylaws
If the articles of incorporation don’t prohibit it, the board of directors can create bylaws to use in an emergency. The emergency bylaws may contain provisions that are inconsistent with the state’s laws regarding bylaws if they help the corporation better manage itself in an emergency. [4] Emergency bylaws are only effective during the emergency and cease thereafter.
