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Virginia Professional Corporation By-Laws

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SAMPLE BY-LAWS
VIRGINIA PROFESSIONAL CORPORATION

Please review these By-Laws carefully to assure that they are consistent with your wishes for the conduct of the business of the corporation.

BY-LAWS OF

ARTICLE I. NAME AND LOCATION

SECTION 1. The name of this professional corporation (“the corporation”) shall be .

SECTION 2. The Principal office of the corporation in the Commonwealth of Virginia shall be , and its initial registered office in the Commonwealth of Virginia shall be , Virginia.

ARTICLE II. SHAREHOLDERS

SECTION 1. Annual Meeting. The annual meeting of the shareholders shall be held on the in each year, beginning with the year at the time designated by the Board of Directors.

SECTION 2A. Calling Meetings. Meetings of shareholders may be called by the chairman of the board, the president, the vice-president authorized to exercise the authority of the president, the directors, or such other officers as authorized.

SECTION 3. Place of Meeting. The Board of Directors may designate any place within or without the Commonwealth of Virginia as the place of meeting for any annual or special meeting of shareholders.

SECTION 4. Notice of Meeting. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than seven (7) nor more than sixty (60) days before the date of the meeting.

SECTION 5. Closing of Transfer Books or Fixing of Record Date. The Board of Directors may provide that the stock transfer books shall be closed for a stated period, or fix a record date, for the purpose of determining shareholders entitled to notice of or to vote at any meeting.

SECTION 6. Shareholders' List. After fixing a record date, the officer or agent having charge of the share ledger shall prepare an alphabetical list of all persons entitled to notice and to represent shares at such meeting.

SECTION 7. Quorum. A majority of the outstanding shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders.

SECTION 8. Proxies. At all meetings of shareholders, a shareholder may vote by proxy executed in writing by the shareholder or by his duly authorized attorney-in-fact.

SECTION 9. Voting of Shares. Each outstanding share entitled to vote shall be entitled to one vote upon each matter submitted to a vote at a meeting of shareholders.

SECTION 10. Voting of Share by Certain Holders. Shares standing in the name of another corporation may be voted by such officer, agent or proxy as the By-Laws of such corporation may provide.

SECTION 11. Informal Action by Shareholders. Any action required to be taken at a meeting of the shareholders may be taken without a meeting if a consent in writing is signed by all shareholders entitled to vote.

SECTION 12. Cumulative Voting. Unless otherwise provided by law, at each election for Directors every shareholder entitled to vote shall have the right to vote cumulatively.

SECTION 13. Restriction on Shareholders. No person may be a shareholder of the corporation unless that shareholder is a licensed in Virginia.

ARTICLE III. BOARD OF DIRECTORS

SECTION 1. General Powers. The business and affairs of the corporation shall be managed by its Board of Directors.

SECTION 2. Number, Tenure and Qualifications. The number of Directors of the corporation shall be (minimum one). Each Director shall be a shareholder and shall be a licensed in Virginia.

SECTION 3. Regular Meetings. A regular meeting of the Board of Directors shall be held immediately after, and at the same place as, the annual meeting of shareholders.

SECTION 4. Special Meetings. Special meetings of the Board of Directors may be called by or at the request of the chairman of the Board, the president, any vice-president or any two directors.

SECTION 5. Notice. Notice of any special meeting shall be given at least five (5) days previously thereto by notice personally given or mailed to each Director at his business address, or by telegram.

SECTION 6. Quorum. A majority of the number of Directors fixed by Section 2 of this Article III shall constitute a quorum for the transaction of business at any meeting of the Board of Directors.

SECTION 7. Manner of Acting. The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors.

SECTION 8. Compensation. By resolution of the Board of Directors, the Directors may be paid their expenses and may be paid a fixed sum or a stated salary as Director.

SECTION 9. Presumption of Assent. A Director present at a meeting shall be presumed to have assented to the action taken unless his dissent is entered in the minutes.

SECTION 10. Informal Action by Board of Directors. Any action required to be taken at a meeting of the Directors may be taken without a meeting if a written consent is signed by each director.

ARTICLE IV. OFFICERS

SECTION 1. Number. The officers of the corporation shall be a [President, one or more Vice-Presidents and a Secretary-Treasurer].

SECTION 1 continued. Each officer shall be a shareholder and shall be a licensed in Virginia.

SECTION 2. Election and Term of Office. The officers shall be elected annually by the Board of Directors at the first meeting after each annual meeting of the shareholders.

SECTION 3. Removal. Any officer or agent elected or appointed by the Board of Directors may be removed whenever in its judgment the best interest of the corporation would be served thereby.

SECTION 4. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.

SECTION 5. President. The President shall be the principal executive officer of the corporation and shall supervise and control the business and affairs of the corporation.

SECTION 6. Vice-President. The Board of Directors may determine when there is a need for a Vice-President or Vice-Presidents.

SECTION 7. Secretary-Treasurer. The Secretary-Treasurer shall keep the minutes, maintain records, preserve the seal, and have charge of funds and securities.

SECTION 8. Salaries. The salaries, compensation and other benefits, if any, of the officers shall be fixed from time to time by the Board of Directors.

ARTICLE V. CONTRACTS, LOANS, CHECKS AND DEPOSITS

SECTION 1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents, to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation.

SECTION 2. Loans. No loans shall be contracted on behalf of the corporation unless authorized by a resolution of the Board of Directors.

SECTION 3. Checks, Drafts, etc. All checks, drafts, or other orders for the payment of money shall be signed by such officer or officers as determined by resolution of the Board of Directors.

SECTION 4. Deposits. All funds of the corporation not otherwise employed shall be deposited from time to time to the credit of the corporation in such banks or depositories as the Board of Directors may select.

ARTICLE VI. CERTIFICATES FOR SHARES AND THEIR TRANSFER

SECTION 1. Certificates for Shares. Certificates representing shares of the corporation shall be in such form as shall be determined by the Board of Directors.

SECTION 2. Transfer of Shares. Transfer of shares of the corporation shall be made only on the stock transfer books of the corporation by the holder of record thereof or by his legal representative.

ARTICLE VII. FISCAL YEAR

The fiscal year of the corporation shall begin on the 1st day of January and end on the 31st day of December in each year.

ARTICLE VIII. DIVIDENDS

The Board of Directors may from time to time declare, and the corporation may pay dividends on its outstanding shares in the manner and upon the terms and conditions provided by law and its Articles of Incorporation.

ARTICLE IX. SEAL

The Board of Directors shall provide a corporate seal which shall be circular in form and shall have inscribed thereon the name of the corporation and the state of incorporation and the words "Corporate Seal."

ARTICLE X. WAIVER OF NOTICE

Unless otherwise provided by law, whenever any notice is required to be given to any shareholder or Director, a waiver thereof in writing, signed by the person entitled to such notice, shall be equivalent to the giving of such notice.

ARTICLE XI. AMENDMENTS

These By-Laws may be altered, amended or repealed and new By-Laws may be adopted by a majority vote of the Board of Directors at any annual Board of Directors meeting or at any special Board of Directors meeting when the proposed amendment has been set out in the notice of such meeting.

These By-Laws may also be altered, amended or repealed by a majority vote of the shareholders notwithstanding that these By-Laws may also be amended or repealed by the Board of Directors.

ARTICLE XII. OTHER PROVISIONS

If any shareholder or employee of the corporation who has been licensed to practice becomes legally disqualified to practice, that person shall sever all employment with and financial interests in the corporation forthwith.

President Signature

Secretary/Treasurer Signature

END BY-LAWS

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What the Virginia Professional Corporation By-Laws Are

Virginia Professional Corporation By-Laws are the internal governance rules a professional corporation adopts after incorporation in Virginia. They set officer roles, board meeting procedures, shareholder and share transfer restrictions, quorum and voting thresholds, fiscal year designation, and license-based eligibility requirements. By-laws allocate authority for appointing officers, indemnification, insurance obligations, and dispute resolution, and they define the amendment process. Properly drafted by-laws align with Title 13.1 of the Code of Virginia and applicable professional licensing board rules to reduce regulatory and corporate risk.

Why Clear By-Laws Matter for a Virginia Professional Corporation

Well-drafted Virginia Professional Corporation By-Laws clarify decision-making, reduce shareholder and officer disputes, protect limited liability, and document processes required by state corporate law and professional licensing boards.

Why Clear By-Laws Matter for a Virginia Professional Corporation

Who Typically Prepares and Uses These By-Laws

Typical users of Virginia Professional Corporation By-Laws include licensed professionals forming a PC and their legal and administrative advisors.

  • Licensed physicians forming a medical professional corporation to meet state licensing board requirements.
  • Attorneys organizing a law practice as a professional corporation to allocate management roles and ownership.
  • Clinic administrators and CPAs preparing governance documents, compliance protocols, and amendment procedures.

Review by counsel and the applicable licensing board ensures the by-laws align with professional standards and statutory obligations.

Step-by-Step: Adopt Your By-Laws in Order

Follow these steps to complete and adopt Virginia Professional Corporation By-Laws in the correct order.

  • 01
    Draft: Assemble template, include officer roles and shareholder rules.
  • 02
    Review: Have corporate counsel and a licensed professional review.
  • 03
    Adopt: Board or shareholder vote per by-law amendment procedure.
  • 04
    Certify: Record adoption in minutes and attach signed copy to records.

Primary Sections to Include in Your By-Laws

Core sections of Virginia Professional Corporation By-Laws define governance mechanics, shareholder rights, officer roles, transfer restrictions, financial controls, and amendment processes.

Officers

Specify officer titles, appointment and removal procedures, duties, term lengths, delegation of authority, and succession planning to ensure continuity of professional functions and compliance with licensure obligations.

Board Governance

Define board composition, quorum, meeting notice periods, voting thresholds, proxy rules, conflict-of-interest disclosure, and any special powers reserved for licensed members, including committee structures and meeting frequency.

Share Transfers

Address restrictions on share transfers, right of first refusal, buy-sell mechanisms, eligibility tied to professional licensure, and procedures for involuntary transfers upon termination or discipline.

Financial Controls

Include fiscal year, banking authorities, signature requirements for checks, audit and accounting procedures, fiscal reporting frequency, and reimbursement or dividend distribution policies.

Indemnification

State indemnity scope for officers and directors, insurance requirements, advancement of defense costs, and limitations consistent with Virginia corporate statute to protect corporate leaders.

Amendments

Describe the process to amend by-laws, required notice, voting thresholds, emergency amendment provisions, and whether licensing board consent is required for substantive changes.

Security and Compliance Basics to Consider

Data Encryption: TLS 1.2/1.3 in transit.
At Rest Encryption: AES-256 encryption for stored records.
Audit Trail: Complete timestamp and IP address logs.
HIPAA Compliance: BAA required for protected health information.
ESIGN/UETA: Compliant; e-signatures legally valid under ESIGN/UETA.
Access Controls: Role-based access controls and MFA.

Penalties and Risks From Incomplete or Incorrect By-Laws

Invalid Transfers: Shares may be void if transfer rules are ignored.
Licensing Violations: Professional discipline or fines for noncompliance.
Tax Consequences: Incorrect entity reporting may trigger audits or penalties.
Corporate Dissolution: Failure to comply can risk corporate challenges or dissolution.
Personal Liability: Piercing risks if corporate formalities are not followed.
Recordkeeping Penalties: Fines for inadequate retention or missing records.

Common Preparation Mistakes to Avoid

  • Using a generic corporate by-law template without addressing professional licensure restrictions, causing conflicts with state licensing board requirements and internal ownership limits.
  • Failing to limit share transfers to licensed professionals or to document buy-sell triggers, which can create ownership disputes and compliance risks.
  • Omitting quorum, notice, or voting thresholds in amendment clauses, resulting in uncertainty and potential invalidation of board actions.
  • Neglecting to attach indemnification provisions and insurance requirements, exposing officers to unexpected defense costs and liability.

Configure a Digital Workflow for Drafting and Approval

Configure an electronic workflow to draft, review, approve, sign, and retain the official by-laws record.

Field Configuration
Drafting Template Select template with licensure and transfer clauses.
Reviewers Assign counsel and licensed member reviewers with due dates.
Signing Order Set signing order: officers then shareholders; collect dates.
Retention Policy Save signed copy in secure records and archive per retention.

How Electronic Execution Typically Works

Electronic execution of Virginia Professional Corporation By-Laws follows a standard signer workflow from preparation to audit-ready storage.

  • Upload: Import PDF or DOCX copy to the signing platform.
  • Place Fields: Add signature, initials, date, and conditional fields.
  • Authenticate: Choose signer verification: email, SMS, or KBA.
  • Complete: Collect signatures, generate certificate, and archive signed file.

Technical Features to Verify in an eSignature Platform

Ensure the signing platform supports legal, security, and workflow needs for by-law execution, including audit trail and secure storage.

  • File Formats: Accepts PDF and DOCX files.
  • Integrations: Connects with Drive, NetSuite, and Salesforce.
  • Security Features: Supports AES-256, TLS, audit logs.

eSignature Pricing and Feature Comparison for By-Law Execution

Comparison of core pricing and features for e-signature solutions commonly used to execute Virginia Professional Corporation By-Laws.

signNow DocuSign Adobe Sign PandaDoc HelloSign
Starting Price $8/user/mo $15/user/mo $14/user/mo $19/user/mo $15/user/mo
Free Trial 7-day free trial Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Yes Yes Yes No
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes Yes Yes No No
Envelope Cap No cap 100 envelopes/user/year Varies Varies Varies

Real-World Examples of Digital By-Law Adoption

Short case examples showing how firms used digital workflows to adopt and manage professional by-laws.

Martin Properties (Tim Martin)

Martin Properties replaced paper signing with online workflows to reduce turnaround time and centralize signed by-laws for property and management documents.

  • Mobile signing removed scheduling and location delays.
  • "I can process and execute all of these documents online with 100% compliance and built-in security. Whether on mobile or working offline, I can get forms back to their necessary parties efficiently."

Optica Ventures (Brian Fitzgibbons)

Optica Ventures standardized its by-law adoption process using digital signing, improving consistency and reducing administrative follow-up for partner approvals.

  • The interface was easy for both staff and customers.
  • "The interface is simple and easy-to-use for our team; more importantly, it is just as easy for our customers." They reported faster completion and simpler record retrieval.

Practical Best Practices for Accurate By-Laws

Apply these best practices to reduce risk, speed review, and ensure enforceability of Virginia Professional Corporation By-Laws.

Start with licensed professional-specific provisions
Include clauses that limit ownership to licensed professionals, define licensure verification processes, and require notice of disciplinary events. Clear language reduces conflict with professional licensing boards and supports corporate compliance during audits or license renewal processes.
Document transfer and buy-sell mechanics
Spell out transfer restrictions, right of first refusal, valuation method, buyout funding, and procedures for involuntary transfers due to termination or discipline. Well-defined mechanisms prevent disputes and allow orderly change of ownership when a practitioner departs.
Maintain meeting and voting protocols
Set notice periods, quorum rules, proxy allowances, and voting thresholds for routine and extraordinary actions. Consistent procedures reduce risk of action invalidation and support corporate formalities necessary for maintaining limited liability protection.
Coordinate with licensing counsel
Have counsel experienced in professional licensing review by-laws for regulatory conflicts and required approvals. Legal review helps ensure alignment with Va. Code, board rules, and any federal obligations affecting practice operations.

Key Timing Considerations and Deadlines

Key timing considerations for adopting, filing, or revising Virginia Professional Corporation By-Laws and related corporate records.

Adoption Meeting Notice:

Provide notice per by-law and Va. Code requirements.

Filing Articles Timing:

Articles filed with SCC before operations commence.

Annual Meeting:

Hold annual shareholder meeting within timeframe set by by-laws.

Board Minutes Retention:

Record and retain minutes per corporate retention policy.

Amendment Notice Period:

Provide required notice before amendments and follow voting thresholds.

Milestones from Incorporation to By-Law Archiving

Typical milestones from initial incorporation through formal adoption, execution, and archiving of Virginia Professional Corporation By-Laws.

01

Incorporation Filed

Articles of incorporation submitted to Virginia SCC.

02

Initial Board Meeting

Board adopts by-laws and appoints officers.

03

Shareholder Approval

Shareholders ratify by-laws if required by articles.

04

Record and Archive

Signed by-laws and minutes stored in corporate records.

Frequently Asked Questions About By-Laws, Signatures, and Records

Answers to common questions about executing, validating, and storing Virginia Professional Corporation By-Laws, including e-signature and notarization concerns.


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