13.1-942 - Articles of amendment. - Virginia Statutes

§ 13.1-942. Articles of amendment.

A. A corporation converting to a stock corporation shall file with theCommission articles of amendment in accordance with § 13.1-888.

B. The articles of amendment shall set forth:

1. The name of the corporation, which satisfies the requirements of §13.1-630;

2. The number of shares the corporation will be authorized to issue;

3. If more than one class of shares is to be authorized, the number ofauthorized shares of each class and a distinguishing designation for eachclass;

4. A provision or provisions, if any, defining or denying the preemptiveright of shareholders to acquire unissued shares of the corporation;

5. A provision substituting the word "shareholders" or other appropriatelanguage for "members" wherever "members" appears in the articles ofincorporation;

6. Provisions not inconsistent with law which may be necessary to bring thecorporation into compliance with Chapter 9 (§ 13.1-601 et seq.) of thistitle or which may be required for the regulation and governance of thecorporation as a stock corporation; and

7. Such provisions, if any, which are permitted by § 13.1-619 to be includedin articles of incorporation of a Virginia stock corporation.

C. If the Commission finds that the articles of amendment comply with therequirements of law and bring the articles of incorporation into compliancewith the requirements for a Virginia stock corporation, and that all requiredfees have been paid, it shall issue a certificate of amendment.

(1989, c. 609.)