Virginia Code

Va. Code Ann. § 13.1-872 (2026)

Required officers

✓ current as of May 2026

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A. Except as provided in an agreement authorized by § 13.1-852.1, a corporation shall have such officers with such titles and duties as shall be stated in the bylaws or in a resolution of the board of directors that is not inconsistent with the bylaws and as may be necessary to enable it to execute documents that comply with subsection F of § 13.1-804.

B. The board of directors may elect individuals to fill one or more offices of the corporation. An officer may appoint one or more officers or assistant officers if authorized by the bylaws or the board of directors.

C. The secretary or any other officer as designated in the bylaws or by resolution of the board shall have responsibility for preparing and maintaining custody of minutes of the directors' and members' meetings and for authenticating records of the corporation.

D. The same individual may simultaneously hold more than one office in the corporation.

Code 1950, § 13.1-226; 1956, c. 428; 1982, c. 372; 1985, c. 522; 1994, c. 189; 2007, c. 925.

Notes of Decisions

Cited in 2 cases, 1991–2005 · leading case: Uninsured Emp.'s Fund v. Gabriel, 622 S.E.2d 273 (Va. Ct. App. 2005).

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Uninsured Emp.'s Fund v. Gabriel, 622 S.E.2d 273 (Va. Ct. App. 2005). · cites it 2× “Code § 13.1-872. Neither the articles of incorporation nor the bylaws of the corporation altered the obligations assigned the secretary by the corporation act.”

Angelson v. Commonwealth, 25 Va. Cir. 319 (Richmond County Cir. Ct. 1991). · cites it 3× “Indeed, while all Virginia corporations are required to have a president and a secretary (see Va. Code § 13.1-872), the Code states that such officers, as well as any other officers which may be specified by particular corporations, shall have "the authority and shall perform…”

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