13.1-607 - Correcting filed articles. - Virginia Statutes

§ 13.1-607. Correcting filed articles.

A. The board of directors of a corporation may authorize correction of anyarticles filed with the Commission if (i) the articles contain an inaccuracy;(ii) the articles were not properly authorized or defectively executed,attested, sealed, verified, or acknowledged; or (iii) the electronictransmission of the articles to the Commission was defective.

B. Articles are corrected by filing with the Commission articles ofcorrection setting forth:

1. The name of the corporation prior to filing;

2. A description of the articles to be corrected, including their effectivedate;

3. Each inaccurate or defective matter that is to be corrected;

4. The correction of each inaccurate or defective matter; and

5. A statement that the board of directors authorized the correction and thedate of such authorization.

C. Upon the issuance of a certificate of correction by the Commission, thearticles of correction shall become effective as of the effective date andtime of the articles they correct except as to persons relying on theuncorrected articles and adversely affected by the correction. As to thosepersons, articles of correction are effective upon the issuance of thecertificate of correction.

D. No articles of correction shall be accepted by the Commission whenreceived more than 30 days after the effective date of the certificaterelating to the articles to be corrected.

(1985, c. 522; 2005, c. 765; 2007, c. 165; 2008, cc. 91, 509.)