13.1-604 - Filing requirements. - Virginia Statutes

§ 13.1-604. Filing requirements.

A. A document shall satisfy the requirements of this section, and of anyother section that adds to or varies these requirements, to be entitled to befiled with the Commission.

B. The document shall be one that this chapter requires or permits to befiled with the Commission.

C. The document shall contain the information required by this chapter. Itmay contain other information as well.

D. The document shall be typewritten or printed or, if electronicallytransmitted, shall be in a format that can be retrieved or reproduced intypewritten or printed form. The typewritten or printed portion shall be inblack. Photocopies, or other reproduced copies, of typewritten or printeddocuments may be filed. In every case, information in the document shall belegible and the document shall be capable of being reformatted and reproducedin copies of archival quality.

E. The document shall be in the English language. A corporate name need notbe in English if written in English letters or Arabic or Roman numerals. Thearticles of incorporation, duly authenticated by the official having custodyof corporate records in the state or country under whose law the corporationis incorporated, which are required of foreign corporations need not be inEnglish if accompanied by a reasonably authenticated English translation.

F. The document shall be signed in the name of the domestic or foreigncorporation:

1. By the chairman or any vice-chairman of the board of directors, thepresident, or any other of its officers authorized to act on behalf of thecorporation;

2. If directors have not been selected or the corporation has not beenformed, by an incorporator; or

3. If the corporation is in the hands of a receiver, trustee, or othercourt-appointed fiduciary, by that fiduciary.

G. Any annual report required to be filed by § 13.1-775 shall be signed inthe name of the corporation by an officer or director listed in the report.

H. The person signing the document shall state beneath or opposite hissignature his name and the capacity in which he signs. Any signature may be afacsimile. The document may but need not contain a corporate seal,attestation, acknowledgment, or verification.

I. If, pursuant to any provision of this chapter, the Commission hasprescribed a mandatory form for the document, the document shall be in or onthe prescribed form.

J. The document shall be delivered to the Commission for filing and shall beaccompanied by the required filing fee, and any franchise tax, charter orentrance fee or registration fee required by this chapter.

K. The Commission may accept the electronic filing of any informationrequired or permitted to be filed by this chapter and may prescribe themethods of execution, recording, reproduction and certification ofelectronically filed information pursuant to § 59.1-496.

L. Whenever a provision of this chapter permits any of the terms of a plan ora filed document to be dependent on facts objectively ascertainable outsidethe plan or filed document, the following provisions apply:

1. The plan or filed document shall specify the nationally recognized news orinformation medium in which the facts can be found or otherwise state themanner in which the facts can be objectively ascertained. The manner in whichthe facts will operate upon the terms of the plan or filed document shall beset forth in the plan or filed document.

2. The facts may include:

a. Any of the following that are available in a nationally recognized news orinformation medium either in print or electronically: statistical or marketindices, market prices of any security or group of securities, interestrates, currency exchange rates or similar economic or financial data;

b. A determination or action by any person or body, including the corporationor any other party to a plan or filed document; or

c. The terms of, or actions taken under, an agreement to which thecorporation is a party, or any other agreement or document.

3. As used in this subsection:

a. "Filed document" means a document filed with the Commission under §13.1-619 or Article 11 (§ 13.1-705 et seq.) or 12 (§ 13.1-715.1 et seq.) ofthis chapter; and

b. "Plan" means a plan of merger or share exchange.

4. The following terms of a plan or filed document may not be made dependenton facts outside the plan or filed document:

a. The name and address of any person required in a filed document;

b. The registered office of any entity required in a filed document;

c. The registered agent of any entity required in a filed document;

d. The number of authorized shares and designation of each class or series ofshares;

e. The effective date of a filed document; and

f. Any required statement in a filed document of the date on which theunderlying transaction was approved or the manner in which that approval wasgiven.

5. If a term of a filed document is made dependent on a fact objectivelyascertainable outside of the filed document, and that fact is not objectivelyascertainable by reference to a source described in subdivision 2 a of thissubsection or a document that is a matter of public record, or the affectedshareholders have not received notice of the fact from the corporation, thenthe corporation shall file with the Commission articles of amendment settingforth the fact promptly after the time when the fact referred to is firstobjectively ascertainable or thereafter changes. Articles of amendment underthis subdivision are deemed to be authorized by the authorization of theoriginal filed document or plan to which they relate and may be filed by thecorporation without further action by the board of directors or theshareholders.

6. The provisions of subdivisions 1, 2, and 5 of this subsection shall not beconsidered by the Commission in deciding whether the terms of a plan or fileddocument comply with the requirements of law.

(1985, c. 522; 1986, c. 231; 1995, c. 70; 2000, c. 995; 2005, c. 765; 2010,c. 782.)