(Effective January 1, 2027) Lack of power to act
Va. Code Ann. § 13.1-828
in effectA. Except as provided in subsection B, the validity of corporate action shall not be challenged on the ground that the corporation lacks or lacked power to act.
B. A corporation's power to act may be challenged:
1. In a proceeding by a member or a director against the corporation to enjoin the act;
2. In a proceeding by the corporation, directly, derivatively, or through a receiver, trustee, or other legal representative, against an incumbent or former officer, director, employee, or agent of the corporation; or
3. In a proceeding against the corporation before the Commission.
C. In a proceeding by a member or a director under subdivision B 1 to enjoin an unauthorized corporate act, the court, if equitable or if all affected persons are parties to the proceeding, may enjoin or set aside the act and may award damages for loss, except anticipated profits, suffered by the corporation or another party because of enjoining the unauthorized act.
Code 1950, § 13.1-206; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925 ; 2026, cc. 393 , 394 .
Source: Open US Law by Vaquill AI (CC BY 4.0)URL: https://law.lis.virginia.gov/vacode/13.1-828/Fetched: 10/16/2026