Virginia Nonstock Corporation Act: What your HOA should know

What is the Virginia Nonstock Corporation Act?

The Virginia Nonstock Corporation Act is the state law that sets the basic corporate rules for many Virginia HOAs incorporated as nonstock corporations. Found in Title 13.1, Chapter 10 of the Code of Virginia, it helps define how the association is governed, including board responsibilities, member meetings, voting, records, and changes to corporate documents.
 

Requirements for HOAs

Generally, HOAs organized under the Virginia Nonstock Corporation Act must:

• Have a board of directors responsible for overseeing the association’s business (Va. Code § 13.1-853).
   
• Require directors to use good-faith business judgment when making decisions for the association (Va. Code § 13.1-870).
   
• Hold an annual member meeting as required by the bylaws and applicable Virginia law (Va. Code § 13.1-838).
   
• Give members notice of annual and special meetings generally 10 to 60 days in advance, with different timing for certain major actions (Va. Code § 13.1-842).
   
• Follow the quorum requirement in the bylaws, or the statutory default if the bylaws do not set one (Va. Code § 13.1-849).
   
• Allow proxy voting unless the articles or bylaws say otherwise (Va. Code § 13.1-847).
   
• Keep permanent meeting minutes and maintain required accounting and membership records (Va. Code § 13.1-932).

HOAs may also have other requirements to meet under state laws and their own governing documents.
 

2026 updates

Virginia updated the Virginia Nonstock Corporation Act in 2026, with changes taking effect January 1, 2027.

Key changes include:

• Updated rules around member rights and corporate governance
   
• Clearer authority for voting members to amend or repeal bylaws
   
• More flexibility around annual meetings and certain voting procedures
   
• New provisions involving dues, assessments, and HOA fees
   
• Updated rules for directors, officers, committees, and corporate records
   
• Clearer guidance on when a community’s declaration or condominium instruments take priority over conflicting corporate documents regarding dues, assessments, fees, and membership issues

For HOA boards, the updates are a good reason to review current governance practices and governing documents before the new rules take effect.
 

Nonstock Corporation Act vs. Property Owners’ Association Act

The Virginia Nonstock Corporation Act primarily governs the HOA as a corporation, while the Virginia Property Owners’ Association Act (POAA) addresses requirements that are more specific to planned communities, including association records, board meetings, homeowner participation, rules, assessments, and reserve planning.

When the laws overlap, boards should not assume the corporate statute is the only rule that applies. For example, the POAA has its own open meeting requirements that apply whether the association is incorporated or unincorporated (Va. Code § 55.1-1816(E)). Work with qualified legal counsel to support compliance with the laws.
 

Other Virginia HOA laws

The Virginia Nonstock Corporation Act is only one part of the legal framework that may apply to a community association. Other important Virginia HOA laws include:

• Virginia Property Owners’ Association Act: Governs many planned communities and covers topics such as association records, HOA meetings, rules, assessments, and reserve studies.
   
• Virginia Fair Housing Law: Prohibits housing discrimination based on protected characteristics and can affect how associations handle rules, accommodations, modifications, and resident requests.
   
• Virginia Condominium Act: Applies specifically to condominiums and includes requirements for governance, budgets, reserves, and other condominium operations.
   
• Federal laws: Depending on the issue, associations may also need to consider laws such as the Fair Housing Act and the Fair Debt Collection Practices Act.

Which laws apply depends on the community’s structure, governing documents, and the issue being addressed.
 

Tips for compliance

1. Know which laws apply to your association

   Start by confirming whether the HOA is incorporated under the Virginia Nonstock Corporation Act and whether the Property Owners’ Association Act also applies. The two laws often work together, but they cover different requirements. Knowing the association’s legal structure can help the board identify which rules govern a meeting, vote, records request, amendment, or other action before moving forward.
    

2. Review your governing documents alongside the statutes

   Do not review the bylaws in isolation. With qualified legal counsel, compare the declaration, articles of incorporation, and bylaws with current Virginia law, especially when the board is making changes to voting procedures or other governance practices. The 2026 amendments also make this a good time to review older provisions before the January 1, 2027, changes take effect.
    

3. Keep meeting procedures organized

   Make the meeting process clear before the meeting starts. Build the applicable notice, quorum, and voting rules into your regular preparation so the board is not trying to sort out procedural questions in the moment.
    

4. Maintain complete corporate records

   Keep required records organized and easy to access. Good recordkeeping helps the board respond to homeowner requests and gives future directors a clear history of past decisions if questions come up later.
    

5. Bring in qualified guidance

   Board members do not need to interpret every corporate or HOA statute on their own. The Virginia Nonstock Corporation Act allows directors to rely in good faith on qualified professionals in appropriate situations, so boards should bring in the right expertise when an issue goes beyond their role. This can include legal counsel as well as a professional property management company.

How FirstService Residential can help

As North America’s leading property management company, FirstService Residential helps Virginia boards stay compliant with the Virginia Nonstock Corporation Act. Our local teams can support board administration, meeting preparation, recordkeeping, homeowner communication, financial management, and day-to-day governance while coordinating with qualified association counsel when legal guidance is needed.

Contact a member of our team today to learn more.

This information is provided for general informational purposes only and is not intended to constitute, and should not be relied upon as, legal, regulatory, financial, or operational advice, or as a representation or guarantee of any specific services, capabilities, or outcomes. Property management needs, regulatory requirements, market conditions, and available services vary by jurisdiction, property type, and community. FirstService Residential provides services through locally based affiliates and associates, and services and results may vary by community, region, contractual terms, and applicable law.