Virginia Code

Va. Code Ann. § 13.1-692.1 (2026)

Limitation on liability of officers and directors; exception

✓ current as of May 2026

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A. In any proceeding brought by or in the right of a corporation or brought by or on behalf of shareholders of the corporation, the damages assessed against an officer or director arising out of a single transaction, occurrence or course of conduct shall not exceed the lesser of:

1. The monetary amount, including the elimination of liability, specified in the articles of incorporation or, if approved by the shareholders, in the bylaws as a limitation on or elimination of the liability of the officer or director; or

2. The greater of (i) $100,000 or (ii) the amount of cash compensation received by the officer or director from the corporation during the 12 months immediately preceding the act or omission for which liability was imposed.

B. The liability of an officer or director shall not be limited as provided in this section if the officer or director engaged in willful misconduct or a knowing violation of the criminal law or of any federal or state securities law, including, without limitation, any claim of unlawful insider trading or manipulation of the market for any security.

C. No limitation or elimination of liability adopted pursuant to this section may be affected by any amendment of the articles of incorporation or bylaws with respect to any action or omission occurring before such amendment.

1987, cc. 59, 257; 1988, c. 561; 2019, c. 734; 2020, c. 1226.

Notes of Decisions

Cited in 4 cases (1 in the last 5 years), 1989–2023 · leading case: Matson v. Alpert (In re LandAmerica Fin. Grp., Inc.), 470 B.R. 759 (Bankr. E.D. Va. 2012).

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Matson v. Alpert (In re LandAmerica Fin. Grp., Inc.), 470 B.R. 759 (Bankr. E.D. Va. 2012). · cites it 6× “Va.Code Ann. § 13.1-692.1(A) (emphasis added).”

Morse v. Repub. Party of Virginia, 517 U.S. 186 (1996). · cites it 2× “, Va. Code Ann. §§ 13.1-692.1 , 13.1-870.1 (1993) (creating a limitation on liability for corporate officers and directors).”

Sandberg v. Virginia Bankshares, Inc., 891 F.2d 1112 (4th Cir. 1989). · cites it 2× “Pursuant to Va.Code Ann. § 13.1-692.1 (1989), the trial court imposed a cap on the individual liability of each Bank director on the judgment on the state law claim.”

In Re Altria Grp., Inc. Derivative Litig. FILE IN THIS CASE ONLY (E.D. Va. 2023). · cites it 3× “” Va. Code § 13.1-692.1. Because Altria’s Articles of Incorporation exculpate officers and directors to the fullest extent allowed under Virginia law, winning Plaintiffs’ claims on the merits presented a daunting challenge.”

— Va. Code Ann. § 13.1-692.1(A) — 1 case

Matson v. Alpert (In re LandAmerica Fin. Grp., Inc.), 470 B.R. 759 (Bankr. E.D. Va. 2012). “Va.Code Ann. § 13.1-692.1(A) (emphasis added).”

— Va. Code Ann. § 13.1-692.1(B) — 1 case

Matson v. Alpert (In re LandAmerica Fin. Grp., Inc.), 470 B.R. 759 (Bankr. E.D. Va. 2012). “Va.Code Ann. § 13.1-692.1(A) (emphasis added).”

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