13.1-614 - Hearing and finality of Commission action; injunctions. - Virginia Statutes

§ 13.1-614. Hearing and finality of Commission action; injunctions.

A. The Commission shall have no power to grant a hearing with respect to anycertificate issued by the Commission with respect to any articles filed withthe Commission except on a petition by a shareholder filed with theCommission and the corporation within 30 days after the effective date of thecertificate, in which the shareholder asserts that the certification ofcorporate action contained in the articles contains a misstatement of amaterial fact as to compliance with statutory requirements, specifying theparticulars thereof. After hearing, on notice in writing to the corporationand the shareholder, the Commission shall determine the issues and revoke orrefuse to revoke its order accordingly.

B. No court within or without the Commonwealth shall have jurisdiction toenjoin or delay the holding of any meeting of directors or shareholders forthe purpose of authorizing or consummating any amendment, merger, shareexchange, domestication, conversion or termination of corporate existence orthe execution or filing with the Commission of any articles or otherdocuments for such purpose, except pursuant to subsection D of § 13.1-661 orfor fraud. No court within or without the Commonwealth, except the SupremeCourt by way of appeal as authorized by law, shall have jurisdiction toreview, reverse, correct or annul any action of the Commission, within thescope of its authority, with regard to any articles, certificate, order,objection or petition, or to suspend or delay the execution or operationthereof, or to enjoin, restrain or interfere with the Commission in theperformance of its official duties.

C. Notwithstanding any provision of subsection A to the contrary, theCommission shall have the power to act upon a petition filed by a corporationat any time to correct Commission records so as to eliminate the effects ofclerical errors and of filings made by a person or persons without authorityto act for the corporation.

(Code 1950, § 13.1-125; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005, c.765; 2008, c. 91; 2010, c. 782.)