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 (§ 13.1-624(a)). Explore other legal requirements below:
- Annual Meetings – § 13.1-654.
- Corporate Bylaws – § 13.1-624.
- Issuance of Stock – § 13.1-643.
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.
- 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 (§ 13.1-625).
