--- title: "Virginia Corporate Bylaws: What to Include & How They Work 2026 | LLC Attorney" description: "How corporate bylaws work for a Virginia corporation in 2026: what the Virginia Stock Corporation Act requires by default — including Virginia's bar on director proxy voting — and how bylaws differ from your Articles of Incorporation." canonical: https://llcattorney.com/states/va/corporation-bylaws-virginia image: https://llcattorney.com/images/share-cover.png source_path: /states/va/corporation-bylaws-virginia --- Key Takeaways - Bylaws are never filed with the Virginia State Corporation Commission (SCC) — they're an internal governance document you keep with your corporate records - Virginia allows a board of just one or more directors regardless of how many shareholders the corporation has (§13.1-675) — there's no multi-director minimum tied to shareholder count, and the exact number is set in your Articles or bylaws. - Required officer positions: no specific officer titles at all — Va. Code §13.1-693 leaves the actual titles (president, secretary, treasurer, etc.) entirely up to your bylaws or a board resolution, with no statutory minimum - Absent a contrary bylaw provision, Virginia's default quorum for shareholder meetings is a majority of the votes entitled to be cast by the voting group (§13.1-666), and for board meetings it's a majority of the fixed or prescribed number of directors, which articles or bylaws may lower to no fewer than one-third (§13.1-688). - Under Virginia law (§13.1-641), both the shareholders and the board of directors may amend bylaws — the board's power can be curtailed only if the shareholders expressly restrict it when amending or adopting a specific bylaw, or if the Articles reserve that power exclusively to shareholders. Your bylaws' own amendment clause should state clearly how this concurrent power works for your corporation. - Same-day bylaws drafting available through LLC Attorney as part of formation, at no markup on state fees Virginia's Stock Corporation Act is flexible for small corporations in most respects — a single person can be the sole director, sole shareholder, and hold every officer title at once — but Virginia carries one genuinely distinctive rule most founders don't expect: directors are statutorily barred from voting by proxy on the board (§13.1-688(E)), even though shareholders can freely vote by proxy at shareholder meetings. This guide covers exactly what to include in a Virginia corporation's bylaws in 2026 — the difference between bylaws and your Articles of Incorporation, Virginia's default rules for directors, officers, meetings, and voting, and the state-specific rule generic multi-state templates almost always miss: the director proxy-voting bar. 1Minimum directors required 0Officer titles mandated by statute NoDirectors may vote by proxy on the board NoCumulative voting unless Articles opt in ## What Are Virginia Corporate Bylaws? Bylaws are your corporation's internal rulebook — they govern how the board, officers, and shareholders operate day to day. Unlike your Articles of Incorporation, bylaws are not filed with the Virginia State Corporation Commission (SCC) — they're an internal governance document you adopt and keep with your corporate records. Virginia law (Va. Code §13.1-624) requires the incorporators or initial board to adopt bylaws, but nothing in Chapter 9 requires filing them with the Virginia SCC — they stay in your corporate records, not on the public record the way your Articles of Incorporation do. ## Bylaws vs. Articles of Incorporation in Virginia Your Articles of Incorporation are a short public document filed with the Virginia State Corporation Commission (SCC) under the Virginia Stock Corporation Act (Va. Code Title 13.1, Chapter 9) that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a longer, private document that never gets filed anywhere; they spell out how the corporation actually runs. Amending your Articles of Incorporation requires a formal filing with the Virginia SCC and, in most cases, shareholder approval — amending bylaws requires neither a state filing nor (usually) exclusive shareholder approval, since Virginia gives both the board and shareholders concurrent power to amend bylaws. ## Board of Directors: Virginia's Default Rules Virginia allows a board of just one or more directors regardless of how many shareholders the corporation has (§13.1-675) — there's no multi-director minimum tied to shareholder count, and the exact number is set in your Articles or bylaws. Absent a contrary bylaw provision, directors are elected at each annual shareholder meeting and hold office until the next annual meeting and their successor is elected — Virginia doesn't impose staggered terms by default, though your bylaws can create a staggered (classified) board if you want one. If a board seat becomes vacant and your bylaws don't specify a filling procedure, Virginia law defaults to the standard rule of the shareholders or a majority of remaining directors being able to fill it. Yes — Virginia explicitly allows one person to be the sole shareholder, sole director, and hold every corporate office simultaneously (§13.1-693 confirms one person may hold more than one office). One nuance to build into your bylaws regardless of ownership structure: Virginia bars directors from voting by proxy on the board itself, so even a sole director needs to act in person, in writing, or by unanimous consent rather than delegating a board vote to someone else. ## Required Officer Positions in Virginia no specific officer titles at all — Va. Code §13.1-693 leaves the actual titles (president, secretary, treasurer, etc.) entirely up to your bylaws or a board resolution, with no statutory minimum Virginia places no restriction on one person holding multiple officer titles simultaneously — §13.1-693 confirms the same individual may hold more than one office, which is common for single-shareholder Virginia corporations. ## Meeting, Notice, and Quorum Defaults Virginia requires an annual shareholder meeting (§13.1-654) to elect directors and handle other business, unless directors are instead elected by written consent under §13.1-657 — failure to hold a meeting on the exact date doesn't automatically dissolve the corporation. Absent a contrary bylaw provision, Virginia's default quorum for shareholder meetings is a majority of the votes entitled to be cast by the voting group (§13.1-666), and for board meetings it's a majority of the fixed or prescribed number of directors, which articles or bylaws may lower to no fewer than one-third (§13.1-688). Virginia requires shareholder meeting notice no less than 10 nor more than 60 days before the meeting (§13.1-658) — extended to a 25-to-60-day window for meetings involving mergers, asset sales, dissolution, or charter amendments, which is worth noting since it's a longer minimum than Virginia's standard meeting notice. Virginia generally requires unanimous written consent of shareholders to elect directors without a meeting (§13.1-657), and — notably — a corporation with cumulative voting cannot use less-than-unanimous consent to elect directors at all. Directors may act by unanimous written consent as well, though board consent has the added wrinkle that directors can't participate in board action by proxy (see the proxy-voting note below). ## Voting Procedures Your Bylaws Should Address Virginia's default voting standard for director elections is a plurality of votes cast, and a majority of votes cast for other shareholder matters, unless your bylaws or the Articles require a higher (supermajority) threshold for specific actions. Virginia does NOT provide cumulative voting for directors by default — 'shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide' (§13.1-669). If you want cumulative voting, it needs to be in the Articles, not just the bylaws — and remember that once cumulative voting is authorized, directors can't be elected by less-than-unanimous shareholder consent. This is a distinctive Virginia rule worth flagging clearly: shareholders may vote by proxy under the standard statutory provisions, but §13.1-688(E) expressly BARS DIRECTORS from voting by proxy on the board, with only limited exceptions. Most states allow shareholder proxy voting freely and say nothing special about directors — Virginia specifically prohibits director proxy voting, meaning directors must generally act in person at a meeting or by unanimous written consent, not through a stand-in. Your bylaws should reflect this restriction explicitly rather than assuming directors can appoint a proxy the way shareholders can. ## Stock and Shareholder Provisions Virginia permits both certificated shares (§13.1-647) and uncertificated shares (§13.1-648, which requires delivering a written statement of the required information in lieu of a certificate) — your bylaws should state which approach the corporation uses. Absent a contrary bylaw provision, Virginia's default record date rules (§13.1-660) allow the bylaws to fix a record date in advance, but it may not be more than 70 days before the meeting or action in question. Virginia permits reasonable share transfer restrictions (§13.1-649) if authorized for a legitimate purpose — maintaining shareholder-count-dependent status, preserving securities-law exemptions, or 'any other reasonable purpose' — and conspicuously noted on the certificate or in the uncertificated-share information statement; the restriction is unenforceable against a transferee without knowledge of it. ## Indemnification of Directors and Officers Virginia has a mandatory indemnification element: §13.1-698 requires a corporation to indemnify a director who is wholly successful, on the merits or otherwise, in defense of a proceeding, and §13.1-702 extends the same mandatory right to officers. Beyond that mandatory floor, your bylaws typically expand indemnification to the fullest extent Virginia law allows. Virginia authorizes a corporation to purchase directors' and officers' liability insurance under Article 10 of Chapter 9, and your bylaws' indemnification section and any D&O policy should be reviewed together so the two don't leave a coverage gap. ## How to Draft Bylaws for Your Virginia Corporation ### If You Do It Yourself **Step 1 — Confirm your Articles of Incorporation are filed first.** Bylaws govern a corporation that already legally exists — file your Articles with the Virginia State Corporation Commission (SCC) before drafting bylaws around them. **Step 2 — Set your board of directors structure.** Virginia allows a board of just one or more directors regardless of how many shareholders the corporation has (§13.1-675) — there's no multi-director minimum tied to shareholder count, and the exact number is set in your Articles or bylaws. Absent a contrary bylaw provision, directors are elected at each annual shareholder meeting and hold office until the next annual meeting and their successor is elected — Virginia doesn't impose staggered terms by default, though your bylaws can create a staggered (classified) board if you want one. **Step 3 — Name your required officer positions.** no specific officer titles at all — Va. Code §13.1-693 leaves the actual titles (president, secretary, treasurer, etc.) entirely up to your bylaws or a board resolution, with no statutory minimum Virginia places no restriction on one person holding multiple officer titles simultaneously — §13.1-693 confirms the same individual may hold more than one office, which is common for single-shareholder Virginia corporations. **Step 4 — Set meeting, notice, and quorum rules.** Absent a contrary bylaw provision, Virginia's default quorum for shareholder meetings is a majority of the votes entitled to be cast by the voting group (§13.1-666), and for board meetings it's a majority of the fixed or prescribed number of directors, which articles or bylaws may lower to no fewer than one-third (§13.1-688). Virginia requires shareholder meeting notice no less than 10 nor more than 60 days before the meeting (§13.1-658) — extended to a 25-to-60-day window for meetings involving mergers, asset sales, dissolution, or charter amendments, which is worth noting since it's a longer minimum than Virginia's standard meeting notice. **Step 5 — Address voting procedures.** Virginia's default voting standard for director elections is a plurality of votes cast, and a majority of votes cast for other shareholder matters, unless your bylaws or the Articles require a higher (supermajority) threshold for specific actions. Virginia does NOT provide cumulative voting for directors by default — 'shareholders do not have a right to cumulate their votes for directors unless the articles of incorporation so provide' (§13.1-669). If you want cumulative voting, it needs to be in the Articles, not just the bylaws — and remember that once cumulative voting is authorized, directors can't be elected by less-than-unanimous shareholder consent. **Step 6 — Cover stock and shareholder mechanics.** Virginia permits both certificated shares (§13.1-647) and uncertificated shares (§13.1-648, which requires delivering a written statement of the required information in lieu of a certificate) — your bylaws should state which approach the corporation uses. **Step 7 — Include an indemnification provision.** Virginia has a mandatory indemnification element: §13.1-698 requires a corporation to indemnify a director who is wholly successful, on the merits or otherwise, in defense of a proceeding, and §13.1-702 extends the same mandatory right to officers. Beyond that mandatory floor, your bylaws typically expand indemnification to the fullest extent Virginia law allows. **Step 8 — Write your amendment procedure.** Under Virginia law (§13.1-641), both the shareholders and the board of directors may amend bylaws — the board's power can be curtailed only if the shareholders expressly restrict it when amending or adopting a specific bylaw, or if the Articles reserve that power exclusively to shareholders. Your bylaws' own amendment clause should state clearly how this concurrent power works for your corporation. **Step 9 — Adopt the bylaws at your organizational meeting.** Bylaws are typically adopted by the incorporator or the initial board of directors at the corporation's first organizational meeting, right after the Articles of Incorporation are filed. Adopting bylaws early — before you open a bank account or bring on your first shareholder — keeps your corporate formalities clean from day one, which matters if the corporation's liability shield is ever tested. **Step 10 — Watch for Virginia-specific bylaws traps.** The most distinctive Virginia-specific fact is the statutory bar on director proxy voting (§13.1-688(E)) — a rule that surprises founders coming from states where shareholder proxy voting is simply assumed to extend to directors too. Generic multi-state bylaws templates almost never address this because most states don't restrict director voting methods at all. Ready to Launch Your Business in Virginia?Follow our fast, easy process to get started right now.[Start My Business](https://app.llcattorney.com/formation?intake_type=formation) ### If LLC Attorney Does It for You 1. Submit your corporation's details at llcattorney.com — board structure, officer names, and share structure. 2. LLC Attorney drafts bylaws tailored to Virginia's default corporate law, covering directors, officers, meetings, voting, stock, and indemnification. 3. Receive your finished bylaws alongside your Articles of Incorporation, plus access to flat-fee attorney consultations (no retainer) for governance questions as your corporation grows. ## When Should You Talk to an Attorney About Your Virginia Corporation's Bylaws? Talk to an attorney before finalizing your Virginia corporation's bylaws if you want to build a §13.1-671.1 shareholder agreement to simplify governance in place of a formal board, if you have multiple shareholders with unequal ownership stakes and want customized voting or transfer-restriction provisions, or if you want cumulative voting rights and need the corresponding Articles of Incorporation language drafted correctly alongside the bylaws. ### Is Virginia a State Where Bylaws Complexity Matters More? Virginia's bar on director proxy voting (§13.1-688(E)) is a genuinely unusual restriction that deserves specific bylaws language — most states say nothing about directors and proxies because shareholder proxy rules simply don't extend to the board, but Virginia affirmatively prohibits it. Combined with the cumulative-voting interaction with written consent (a cumulative-voting corporation can't elect directors by less-than-unanimous consent), Virginia bylaws benefit from more careful drafting around board mechanics than a generic multi-state template typically provides. ## What You Actually Get With LLC Attorney's Virginia Bylaws Drafting Generic bylaws templates rarely account for Virginia's bar on director proxy voting, since most states never restrict how directors can participate in a vote. LLC Attorney drafts bylaws that reflect what the Virginia Stock Corporation Act actually requires, not a one-size-fits-all template built for states with no such restriction. - Bylaws drafted specifically for Virginia's corporate code, starting at $49. - Board, officer, meeting, voting, stock, and indemnification provisions all addressed — not a generic multi-state template. - Delivered alongside your Articles of Incorporation, so your governance documents are in place from day one. - Access to professionally trained Business Success Advisors at no charge, plus flat-fee attorney consultations (no retainer) for governance questions. Virginia's corporate law has one rule that trips up founders more than any other — LLC Attorney makes sure your bylaws are drafted with the director proxy-voting bar built in from day one. ## Need Bylaws for Your Virginia Corporation? LLC Attorney drafts corporate bylaws tailored to your Virginia corporation as part of formation, starting at $49, so your governance documents are in place from day one. See our [full pricing](/pricing) for all service tiers. Ready to Launch Your Business in Virginia?Follow our fast, easy process to get started right now.[Start My Virginia Corporation](https://app.llcattorney.com/formation?intake_type=formation) ## Frequently Asked Questions ### Does Virginia require corporations to file bylaws with the state? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No. Bylaws are an internal governance document under Va. Code §13.1-624 — they're never filed with the Virginia SCC or any other state agency. They stay with your corporate records rather than becoming part of the public record the way your Articles of Incorporation do. ### What's the difference between bylaws and Articles of Incorporation in Virginia? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Your Articles of Incorporation are a short public document filed with the Virginia SCC that creates the corporation's legal existence — name, registered agent, and authorized shares. Bylaws are a private, longer document that governs how the board, officers, and shareholders actually operate day to day, and they're never filed anywhere. ### What officer positions do Virginia bylaws need to address? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Virginia doesn't mandate any specific officer titles by statute — §13.1-693 leaves that entirely to your bylaws or a board resolution, and the same person may hold multiple offices simultaneously, which is common for single-owner Virginia corporations. ### Can I amend my Virginia corporation's bylaws later? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. Under Virginia law, both the board of directors and the shareholders have concurrent power to amend bylaws — the shareholders can restrict the board's ability to amend a specific provision if they choose. Your bylaws should include their own amendment procedure so it's clear from the start. ### What's the default quorum for board and shareholder meetings in Virginia? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Absent a contrary bylaw provision, Virginia's default quorum is a majority — a majority of votes entitled to be cast by the voting group for shareholder meetings, and a majority of the fixed board for director meetings — though bylaws may lower either down to no fewer than one-third. Your bylaws can also raise this threshold. ### Does Virginia require corporations to indemnify their directors and officers? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes, in significant part. Virginia law (§13.1-698) mandates indemnification for a director wholly successful, on the merits or otherwise, in defending a proceeding, and §13.1-702 extends the same mandatory right to officers. Most Virginia corporate bylaws expand coverage to the fullest extent state law allows. ### Can one person be the sole director, officer, and shareholder of a Virginia corporation? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. Virginia explicitly allows one person to be the sole shareholder, sole director, and hold every corporate office simultaneously — though remember that even a sole director can't vote by proxy on board matters under Virginia's distinctive §13.1-688(E) restriction, so board action still needs to happen in person, in writing, or by unanimous consent. ### Does Virginia offer a simplified close corporation structure? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) No dedicated statutory close-corporation election exists in Virginia. Instead, Virginia's shareholder-agreements statute (§13.1-671.1) lets all shareholders agree in writing to eliminate the board of directors, allocate management directly to shareholders, and customize distributions and liability protections — functioning as Virginia's practical substitute for a formal close-corporation regime. ### Does LLC Attorney draft bylaws for corporations? ![icon](/_next/image?url=%2Fimages%2Ficons%2FfaqPlus.png&w=128&q=75) Yes. LLC Attorney drafts corporate bylaws tailored to your Virginia corporation as part of formation, starting at $49. ## Related Virginia Resources - [Virginia Corporation Formation](/states/va/corporation-formation-virginia) - [Virginia Registered Agent](/states/va/registered-agent-virginia) - [Virginia LLC Taxes](/states/va/llc-taxes-virginia)