13.1-889 - Restated articles of incorporation. - Virginia Statutes

§ 13.1-889. Restated articles of incorporation.

A. A corporation's board of directors may restate its articles ofincorporation at any time with or without member approval.

B. The restatement may include one or more new amendments to the articles. Ifthe restatement includes a new amendment requiring member approval, it shallbe adopted and approved as provided in § 13.1-886. If the restatementincludes an amendment that does not require member approval, it shall beadopted as provided in § 13.1-885.

C. If the board of directors submits a restatement for member approval, thecorporation shall notify each member entitled to vote of the proposedmembers' meeting in accordance with § 13.1-842. The notice shall also statethat the purpose, or one of the purposes, of the meeting is to consider theproposed restatement and contain or be accompanied by a copy of therestatement that identifies any new amendment it would make in the articles.

D. A corporation restating its articles of incorporation shall file with theCommission articles of restatement setting forth:

1. The name of the corporation immediately prior to restatement;

2. Whether the restatement contains a new amendment to the articles;

3. The text of the restated articles of incorporation or amended and restatedarticles of incorporation, as the case may be;

4. Information required by subdivision L 5 of § 13.1-804;

5. The date of the restatement's adoption;

6. If the restatement does not contain a new amendment to the articles, thatthe board of directors adopted the restatement;

7. If the restatement contains a new amendment to the articles not requiringmember approval, the information required by subdivision A 4 of § 13.1-888;and

8. If the restatement contains a new amendment to the articles requiringmember approval, the information required by subdivision A 5 of § 13.1-888.

E. If the Commission finds that the articles of restatement comply with therequirements of law and that all required fees have been paid, it shall issuea certificate of restatement. When the certificate of restatement iseffective the restated articles of incorporation or amended and restatedarticles of incorporation supersede the original articles of incorporationand all amendments to them.

F. The Commission may certify restated articles of incorporation or amendedand restated articles of incorporation as the articles of incorporationcurrently in effect.

(1985, c. 522; 2002, c. 607; 2007, c. 925.)