Code of Virginia · § 13.1-899 — Sale of assets in regular course of business

Unless the articles of incorporation provide otherwise, no approval of the members of a corporation entitled to vote is required:

1. To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;

2. To mortgage, pledge or dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets whether or not in the usual and regular course of business; or

3. To transfer any or all of the corporation's assets to one or more domestic or foreign eligible entities all of whose eligible interests are owned by the corporation.

Unless the articles of incorporation or bylaws provide otherwise, no approval of the members of a corporation entitled to vote is required:

1. To sell, lease, exchange, or otherwise dispose of any or all of the corporation's assets in the usual and regular course of business;

2. To mortgage, pledge, or dedicate to the repayment of indebtedness, whether with or without recourse, or otherwise encumber any or all of the corporation's assets whether or not in the usual and regular course of business;

3. To transfer any or all of the corporation's assets to one or more domestic or foreign eligible entities all of whose interests are owned by the corporation; or

4. To sell, lease, exchange, or otherwise dispose of the corporation's assets otherwise than in the usual or regular course of business if the disposition would leave the corporation with an activity that for the corporation and its subsidiaries on a consolidated basis represented or was supported by at least 33 percent of total assets at the end of the most recently completed fiscal year.