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Virginia Corporate Bylaws Template

Virginia corporate bylaws govern how a corporation's internal affairs are managed and structured. Virginia does not require corporations to adopt bylaws. As such, each individual corporation can set its own criteria as long as they are consistent with state law and the articles of incorporation.
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Updated June 11, 2024

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Laws

  • Annual Meetings – A corporation shall hold a meeting of shareholders annually at a time stated in or fixed in accordance with the bylaw.[2]
  • Corporate Bylaws – The incorporators or board of directors of a corporation shall adopt initial bylaws for the corporation, containing any provisions in compliance with law and the articles of incorporation.[3]
  • Issuance of Stock – Any issuance of shares must be authorized by the board of directors. Shares may be issued for consideration consisting of any tangible or intangible property or benefit to the corporation.[4]

Emergency Bylaws

In the case of an emergency where the board of directors is unable to assemble, emergency bylaws may be put into place to properly manage the corporation during said emergency.[5]

Sources

  1. § 13.1-624(a)
  2. § 13.1-654
  3. § 13.1-624
  4. § 13.1-643
  5. § 13.1-625