Type of Business Entity PDF Print E-mail

This page discusses the business types allowed in Virginia. 

1. First is a corporation. Virginia Code § 13.1-627. General powers. Is the applicable statute.  It states:

Unless its articles of incorporation provide otherwise, every corporation has perpetual duration and succession in its corporate name and has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:
    1. To sue and be sued, complain and defend in its corporate name;
    2. To have a corporate seal, which may be altered at will, and to use it, or a facsimile of it, by impressing or affixing it or in any other manner reproducing it;
    3. To make and amend bylaws, not inconsistent with its articles of incorporation or with the laws of the Commonwealth, for managing the business and regulating the affairs of the corporation;
    4. To purchase, receive, lease, or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
    5. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
    6. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other entity;
    7. To make contracts and guarantees, incur liabilities, borrow money, issue its notes, bonds, and other obligations, which may be convertible into or include the option to purchase other securities or property of the corporation, and secure any of its obligations by mortgage or pledge of any of its property, franchises, or income;
    8. To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
    9. To conduct its business, locate offices, and exercise the powers granted by this chapter within or without the Commonwealth;

    10. To elect directors and appoint officers, employees, and agents of the corporation, define their duties, fix their compensation, and lend them money and credit;
    11. To pay pensions and establish pension plans, pension trusts, profit sharing plans, share bonus plans, share option plans, share purchase plans and benefit and incentive plans for any or all of the current or former directors, officers, employees, and agents of the corporation or any of its subsidiaries;
    12. To make donations for the public welfare or for religious, charitable, scientific, literary or educational purposes, except that corporations subject to regulation as to rates by the Commission shall not have power to make donations in excess of five percent of net income computed before federal and state taxes on income and without taking into account any deduction for gifts;
    13. To make payments or donations, or do any other act, not inconsistent with this section or any other applicable law, that furthers the business and affairs of the corporation;
    14. To pay compensation, or to pay additional compensation, to any or all directors, officers and employees on account of services previously rendered to the corporation, whether or not an agreement to pay such compensation was made before such services were rendered;
    15. To insure for its benefit the life of any of its directors, officers or employees, to insure the life of any shareholder for the purpose of acquiring at his death shares owned by such shareholder and to continue such insurance after the relationship terminates;
    16. To cease its corporate activities and surrender its corporate franchise; and
    17. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the corporation is organized.

Therefore, a corporation is a living “entity” and is treated under law as an individual.  However, the personal assets of the owners and officers are generally sheltered from any creditors or law suits.

2. The next entity is a Limited Liability Corporation.  Virginia code § 13.1-1009 is the applicable Statute.  It states:
Unless the articles of organization provide otherwise, every limited liability company has the same powers as an individual to do all things necessary or convenient to carry out its business and affairs, including, without limitation, power:
    1. To sue and be sued, complain and defend in its name;
    2. To purchase, receive, lease or otherwise acquire, and own, hold, improve, use and otherwise deal with, real or personal property, or any legal or equitable interest in property, wherever located;
    3. To sell, convey, mortgage, pledge, lease, exchange, and otherwise dispose of all or any part of its property;
    4. To purchase, receive, subscribe for, or otherwise acquire, own, hold, vote, use, sell, mortgage, lend, pledge, or otherwise dispose of, and deal in and with shares or other interests in, or obligations of, any other person;
    5. To make contracts and guaranties, incur liabilities, borrow money, issue its notes, bonds, and other obligations, and secure any of its obligations by mortgage or pledge of any of its property, franchises or income;
    6. To lend money, invest and reinvest its funds, and receive and hold real and personal property as security for repayment;
    7. To conduct its business, locate offices, and exercise the powers granted by this chapter within or without this Commonwealth;
    8. To elect and appoint managers, employees and agents of the limited liability company, define their duties, fix their compensation, and lend them money and credit;
    9. To pay pensions and establish pension plans, pension trusts, profit sharing plans, and benefit and incentive plans for all or any of the current or former managers, members, employees, and agents of the limited liability company or any of its subsidiaries;
    10. To make donations to the public welfare or for religious, charitable, scientific, literary or educational purposes;
    11. To make payments or donations, or do any other act, not inconsistent with this section or any other applicable law, that furthers the business and affairs of the limited liability company;
    12. To pay compensation, or to pay additional compensation to any or all managers, members, and employees on account of services previously rendered to the limited liability company, whether or not an agreement to pay such compensation was made before such services were rendered;
    13. To insure for its benefit the life of any of its managers, members, or employees, to insure the life of any member for the purpose of acquiring at his death the interest owned by such member and to continue such insurance after the relationship terminates;
    14. To cease its activities and cancel its certificate of organization;
    15. To enter into partnership agreements, joint ventures, or other associations of any kind with any person or persons;
    16. Subject to such standards and restrictions, if any, as are set forth in its articles of organization or an operating agreement, to indemnify and hold harmless any member or manager or other person from and against any and all claims and demands whatsoever, and to pay for or reimburse any member or manager or other person for reasonable expenses incurred by such a person who is a party to a proceeding in advance of final disposition of the proceeding;
    17. To transact any lawful business that a corporation, partnership, or other business entity may conduct under the laws of the Commonwealth subject, however, to any and all laws and restrictions that govern or limit the conduct of such activity by such corporation, partnership or other business entity; and
    18. To have and exercise all powers necessary or convenient to effect any or all of the purposes for which the limited liability company is organized.

 Generally the “members” liability is limited to their share of the LLC.  However, this is generally detailed in the company’s organizational documents or management agreement.
3. The next entity is a partnership. In Virginia, whenever two or more people or entities get together and conduct a business for profit, they have formed a partnership.  They do not have to file any papers with the State Corporation Commission.  Normally a Statement of Partnership would be filed with the SCC, but it is not mandatory.  So as a partnership, they will share equally in the profits and losses of the business. 

 As to liability, only a formally registered partnership binds all the partners in civil actions and they are liable based on their percentage of ownership.  Also, the actions of one partner will bind all the other partners.  However, even if no formal registration exists, if people hold themselves out to the public as a partnership, they become a “partnership by estoppel” and become liable for each other’s actions. 

Title 50 of the Virginia Code is the applicable statutes that apply.  And like a corporation, a partnership may also be a limited liability partnership.