Annual meeting requirements in Virginia (VSCA)

Va. Code § 13.1-654 requirements

Section 13.1-654 of the Virginia Stock Corporation Act requires every Virginia corporation to hold an annual shareholders' meeting at a time fixed by the bylaws. The meeting elects directors and addresses other proper business. Virginia adopted the MBCA, so the framework follows MBCA Chapter 7 closely.

Written consent under § 13.1-657

Virginia's consent regime permits action by written consent signed by holders of the minimum votes required at a meeting. For most actions including director elections, majority consent is sufficient.

Notice under § 13.1-658

Notice must be sent not less than 10 nor more than 60 days before the meeting, consistent with MBCA conventions.

What's distinctive about Virginia

Virginia is largely MBCA-aligned for annual-meeting purposes. The state's distinctive features are concentrated in its administrative framework (the constitutional State Corporation Commission, the share-based Annual Registration Fee, the automatic-termination consequence for non-payment), not the annual-meeting framework itself. The standard MBCA majority-consent regime applies, which keeps the annual cycle efficient for closely-held Virginia corporations.