Virginia Code

Va. Code Ann. § 13.1-673 (2026)

Requirement for and duties of board of directors

✓ current as of May 2026

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A. Except as provided in an agreement authorized by § 13.1-671.1, each corporation shall have a board of directors.

B. All corporate powers shall be exercised by or under the authority of the board of directors, and the business and affairs of the corporation managed under the direction, and subject to the oversight, of the board of directors, subject to any limitation set forth in the articles of incorporation permitted by subdivision B 3 of § 13.1-619 or in an agreement authorized under § 13.1-671.1.

Code 1950, § 13.1-35; 1956, c. 428; 1985, c. 522; 1990, c. 337; 2005, c. 765; 2019, c. 734.

Notes of Decisions

Cited in 9 cases (3 in the last 5 years), 1989–2022 · leading case: Schnelling v. Crawford (In Re James River Coal Co.), 360 B.R. 139 (Bankr. E.D. Va. 2007).

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Schnelling v. Crawford (In Re James River Coal Co.), 360 B.R. 139 (Bankr. E.D. Va. 2007). · cites it 3× “Va.Code § 13.1-673. There is no basis in law or in policy to impress the Outside Directors with any fiduciary duties running to JRCC’s subsidiaries.”

Anthony Michael Sfreddo v. Vanessa Sfreddo, 720 S.E.2d 145 (Va. Ct. App. 2012). · cites it 2× “Code § 13.1-673(B) states that “[a]ll corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors.”

White Coat Waste Proj. v. Greater Richmond Transit Co., 35 F.4th 179 (4th Cir. 2022). “490; accord Va. Code Ann. § 13.1-673 . So the government-appointed directors set the “policy” of Richmond Transit, including the advertising policy challenged before us.”

Parsch v. Massey, 79 Va. Cir. 446 (Charlottesville Cir. Ct. 2009). · cites it 3× “2d 774, 779 (1975)); Va. Code § 13.1-673; Rowland v. Kable, 174 Va.”

In Re Old Grind Co., Inc., 99 B.R. 317 (Bankr. W.D. Va. 1989). “Code of Virginia, § 13.1-673(B) states as follows: (B) All corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors, subject to any limitations set forth in the…”

Far East Bank v. Dang, 514 S.E.2d 337 (Va. 1999). · cites it 2× “See Code §§ 13.1-673, -693, and -694. Thus, the chancellor did not err in rejecting the Bank’s claim.”

Dawyot v. Catawba Capital Mgmt., Inc., 82 Va. Cir. 521 (Roanoke County Cir. Ct. 2011). · cites it 7× “” Va. Code § 13.1-673(B) (2011). Within the Redemption Agreement, § 1, governs the sale of a shareholder’s stock to the corporation; § 2 provides that the corporation must buy a shareholder’s stock within ninety days from withdrawal; and § 14 mandates that no party will allow…”

White Coat Waste Proj. v. Greater Richmond Transit Co. (4th Cir. 2022). “490; accord Va. Code Ann. § 13.1-673 . So the government-appointed directors set the “policy” of Richmond Transit, including the advertising policy challenged before us.”

— Va. Code Ann. § 13.1-673(B) — 3 cases

Anthony Michael Sfreddo v. Vanessa Sfreddo, 720 S.E.2d 145 (Va. Ct. App. 2012). “Code § 13.1-673(B) states that “[a]ll corporate powers shall be exercised by or under the authority of, and the business and affairs of the corporation managed under the direction of, its board of directors.”

Dawyot v. Catawba Capital Mgmt., Inc., 82 Va. Cir. 521 (Roanoke County Cir. Ct. 2011). “” Va. Code § 13.1-673(B) (2011). Within the Redemption Agreement, § 1, governs the sale of a shareholder’s stock to the corporation; § 2 provides that the corporation must buy a shareholder’s stock within ninety days from withdrawal; and § 14 mandates that no party will allow…”

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