There is a newer version of the West Virginia Code
2009 West Virginia Code
CHAPTER 31D. WEST VIRGINIA BUSINESS CORPORATION ACT
ARTICLE 1. GENERAL PROVISIONS.
- §31D-1-101a Legislative acknowledgment.
- §31D-1-102 Reservation of powers.
- §31D-1-103 Construction of chapter.
- §31D-1-120 Filing requirements.
- §31D-1-121 Forms.
- §31D-1-122 Filing, service and copying fees.
- §31D-1-123 Effective time and date of document.
- §31D-1-124 Correcting filed document.
- §31D-1-125 Filing duty of secretary of state.
- §31D-1-126 Appeal from secretary of state's refusal to file document.
- §31D-1-127 Evidentiary effect of copy of filed document.
- §31D-1-128 Certificate of existence.
- §31D-1-129 Penalty for signing false document.
- §31D-1-150 Definitions.
- §31D-1-151 Notice.
- §31D-1-152 Number of shareholders.
- §31D-2-201 Incorporators.
- §31D-2-202 Articles of incorporation.
- §31D-2-203 Incorporation.
- §31D-2-204 Organization of corporation.
- §31D-2-205 Bylaws.
- §31D-2-206 Emergency bylaws.
ARTICLE 3. PURPOSES AND POWERS.
- §31D-3-301 Purposes.
- §31D-3-302 General powers.
- §31D-3-303 Emergency powers.
- §31D-3-304 Ultra vires.
- §31D-4-401 Corporate name.
- §31D-4-402 Use of the words "corporation", "incorporated" or "limited"; prohibitions; penalties.
- §31D-4-403 Reserved name.
- §31D-4-404 Registered name.
- §31D-5-501 Registered office and registered agent.
- §31D-5-502 Change of registered office or registered agent.
- §31D-5-503 Resignation of registered agent.
- §31D-5-504 Service on corporation.
ARTICLE 6. SHARES AND DISTRIBUTIONS.
- §31D-6-602 Terms of class or series determined by board of directors.
- §31D-6-603 Issued and outstanding shares.
- §31D-6-604 Fractional shares.
- §31D-6-621 Issuance of shares.
- §31D-6-622 Liability of shareholders.
- §31D-6-623 Share dividends.
- §31D-6-624 Share options.
- §31D-6-625 Form and content of certificates.
- §31D-6-626 Shares without certificates.
- §31D-6-627 Restriction on transfer of shares and other securities.
- §31D-6-628 Expense of issue.
- §31D-6-631 Corporation's acquisition of its own shares.
- §31D-7-702 Special meeting.
- §31D-7-703 Court-ordered meeting.
- §31D-7-704 Action without meeting.
- §31D-7-705 Notice of meeting.
- §31D-7-706 Waiver of notice.
- §31D-7-707 Record date.
- §31D-7-708 Conduct of the meeting.
- §31D-7-721 Voting entitlement of shares.
- §31D-7-722 Proxies.
- §31D-7-723 Shares held by nominees.
- §31D-7-724 Corporation's acceptance of votes.
- §31D-7-725 Quorum and voting requirements for voting groups.
- §31D-7-726 Action by single and multiple voting groups.
- §31D-7-727 Greater quorum or voting requirements.
- §31D-7-728 Voting for directors; cumulative voting.
- §31D-7-729 Inspectors of election.
- §31D-7-731 Voting agreements.
- §31D-7-732 Shareholder agreements.
ARTICLE 8. DIRECTORS AND OFFICERS.
- §31D-8-802 Qualifications of directors.
- §31D-8-803 Number and election of directors.
- §31D-8-804 Election of directors by certain classes of shareholders.
- §31D-8-805 Terms of directors generally.
- §31D-8-806 Staggered terms for directors.
- §31D-8-807 Resignation of directors.
- §31D-8-808 Removal of directors by shareholders.
- §31D-8-809 Removal of directors by judicial proceeding.
- §31D-8-810 Vacancy on board.
- §31D-8-811 Compensation of directors.
- §31D-8-821 Action without meeting.
- §31D-8-822 Notice of meeting.
- §31D-8-823 Waiver of notice.
- §31D-8-824 Quorum and voting.
- §31D-8-825 Committees.
- §31D-8-831 Standards of liability for directors.
- §31D-8-832 [RESERVED]
- §31D-8-833 Directors' liability for unlawful distributions.
- §31D-8-841 Duties of officers.
- §31D-8-842 Standards of conduct for officers.
- §31D-8-843 Resignation and removal of officers.
- §31D-8-844 Contract rights of officers.
- §31D-8-851 Permissible indemnification.
- §31D-8-852 Mandatory indemnification.
- §31D-8-853 Advance for expenses.
- §31D-8-854 Circuit court-ordered indemnification and advance for expenses.
- §31D-8-855 Determination and authorization of indemnification.
- §31D-8-856 Indemnification of officers.
- §31D-8-857 Insurance.
- §31D-8-858 Variation by corporate action; application of part.
- §31D-8-859 Exclusivity of part.
ARTICLE 10. AMENDMENT OF ARTICLES OF INCORPORATION AND BYLAWS.
- §31D-10-1002 Amendment before issuance of shares.
- §31D-10-1003 Amendment by board of directors and shareholders.
- §31D-10-1004 Voting on amendments by voting groups.
- §31D-10-1005 Amendment by board of directors.
- §31D-10-1006 Articles of amendment.
- §31D-10-1007 Restated articles of incorporation.
- §31D-10-1008 Amendment pursuant to reorganization.
- §31D-10-1009 Effect of amendment.
- §31D-10-1021 Bylaw increasing quorum or voting requirement for directors.
ARTICLE 11. MERGERS AND SHARE EXCHANGES.
- §31D-11-1101 Definitions.
- §31D-11-1102 Merger.
- §31D-11-1103 Share exchange.
- §31D-11-1104 Action on a plan of merger or share exchange.
- §31D-11-1105 Merger between parent and subsidiary or between subsidiaries.
- §31D-11-1106 Articles of merger or share exchange.
- §31D-11-1107 Effect of merger or share exchange.
- §31D-11-1108 Abandonment of a merger or share exchange.
- §31D-11-1109 Conversion of a domestic corporation to a domestic limited liability company.
ARTICLE 12. DISPOSITION OF ASSETS.
- §31D-12-1201 Disposition of assets not requiring shareholder approval.
- §31D-12-1202 Shareholder approval of certain dispositions.
- §31D-13-1302 Right to appraisal.
- §31D-13-1303 Assertion of rights by nominees and beneficial owners.
- §31D-13-1321 Notice of intent to demand payment.
- §31D-13-1322 Appraisal notice and form.
- §31D-13-1323 Perfection of rights; right to withdraw.
- §31D-13-1324 Payment.
- §31D-13-1325 After-acquired shares.
- §31D-13-1326 Procedure if shareholder dissatisfied with payment or offer.
- §31D-13-1331 Court costs and counsel fees.
- §31D-14-1402 Dissolution by board of directors and shareholders.
- §31D-14-1403 Articles of dissolution.
- §31D-14-1404 Revocation of dissolution.
- §31D-14-1405 Effect of dissolution.
- §31D-14-1406 Known claims against dissolved corporation.
- §31D-14-1407 Unknown claims against dissolved corporation.
- §31D-14-1421 Procedure for and effect of administrative dissolution.
- §31D-14-1422 Reinstatement following administrative dissolution.
- §31D-14-1423 Appeal from denial of reinstatement.
- §31D-14-1431 Procedure for judicial dissolution.
- §31D-14-1432 Receivership or custodianship.
- §31D-14-1433 Decree of dissolution.
- §31D-14-1434 Election to purchase in lieu of dissolution.
ARTICLE 15. FOREIGN CORPORATIONS.
- §31D-15-1501 Authority to transact business and jurisdiction over foreign corporations
- §31D-15-1502 Consequences of transacting business without authority.
- §31D-15-1503 Application for certificate of authority.
- §31D-15-1504 Amended certificate of authority.
- §31D-15-1505 Effect of certificate of authority.
- §31D-15-1506 Corporate name of foreign corporation.
- §31D-15-1507 Registered office and registered agent of foreign corporation.
- §31D-15-1508 Change of registered office or registered agent of foreign corporation.
- §31D-15-1509 Resignation of registered agent of foreign corporation.
- §31D-15-1510 Service on foreign corporation.
- §31D-15-1521 Revocation of withdrawal.
- §31D-15-1531 Procedure for and effect of revocation.
- §31D-15-1532 Appeal from revocation.
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