Virginia Code

Va. Code Ann. § 13.1-622 (2026)

Liability for preincorporation transactions

✓ current as of May 2026

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All persons purporting to act as or on behalf of a corporation, knowing there was no incorporation under this chapter, are jointly and severally liable for all liabilities created while so acting except for any liability to any person who also knew that there was no incorporation.

1985, c. 522.

Notes of Decisions

Cited in 3 cases, 1990–2010 · leading case: First Cmty. Bank, N.A. v. Cmty. Youth Ctr., 81 Va. Cir. 416 (Greensville Cir. Ct. 2010).

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First Cmty. Bank, N.A. v. Cmty. Youth Ctr., 81 Va. Cir. 416 (Greensville Cir. Ct. 2010). · cites it 3× “04 when it adopted the 1984 Model Act, see Va. Code § 13.1-622 (providing no liability to any person “who also knew that there was no incorporation”), “there is hardly any question about the survival of the doctrines under the current formulation” of the Model Business…”

Dellastatious v. Williams, 242 F.3d 191 (4th Cir. 2001). “§ 78t(a), and the Virginia Securities Act, Va.Code § 13.1-622(0). On October 15, 1999, the district court granted Williams and Kelly’s motion for summary judgment.”

City of Fairfax v. Cestaro, 22 Va. Cir. 43 (Fairfax Cir. Ct. 1990). · cites it 4× “Va. Code Ann. § 13.1-622 (1989). According to the defendant's Responses to Requests for Production, Mr.”

— Va. Code Ann. § 13.1-622(0) — 1 case

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