13.1-710 - Articles of amendment. - Virginia Statutes

§ 13.1-710. Articles of amendment.

A. A corporation amending its articles of incorporation shall file with theCommission articles of amendment setting forth:

1. The name of the corporation;

2. The text of each amendment adopted or the information required bysubdivision L 5 of § 13.1-604;

3. If an amendment provides for an exchange, reclassification, orcancellation of issued shares, provisions for implementing the amendment ifnot contained in the amendment itself, which may be made dependent upon factsobjectively ascertainable outside the articles of amendment in accordancewith subsection L of § 13.1-604;

4. The date of each amendment's adoption;

5. If an amendment was adopted by the incorporators or the board of directorswithout shareholder approval, a statement that the amendment was dulyapproved by the incorporators or by the board of directors, as the case maybe, including the reason shareholder approval was not required;

6. If an amendment was approved by the shareholders, either:

a. A statement that the amendment was adopted by unanimous consent of theshareholders, or

b. A statement that the amendment was proposed by the board of directors andsubmitted to the shareholders in accordance with this chapter and a statementof:

(1) The designation, number of outstanding shares, and number of votesentitled to be cast by each voting group entitled to vote separately on theamendment;

(2) Either the total number of votes cast for and against the amendment byeach voting group entitled to vote separately on the amendment or the totalnumber of undisputed votes cast for the amendment by each voting group and astatement that the number cast for the amendment by each voting group wassufficient for approval by that voting group.

B. If the Commission finds that the articles of amendment comply with therequirements of law and that all required fees have been paid, it shall issuea certificate of amendment.

(Code 1950, §§ 13.1-58, 13.1-59; 1956, c. 428; 1958, c. 564; 1975, c. 500;1985, c. 522; 2002, c. 497; 2005, c. 765.)