13.1-711 - Restated articles of incorporation. - Virginia Statutes

§ 13.1-711. Restated articles of incorporation.

A. A corporation's board of directors may restate its articles ofincorporation at any time with or without shareholder approval.

B. The restatement may include one or more new amendments to the articles. Ifthe restatement includes a new amendment requiring shareholder approval, itshall be adopted and approved as provided in § 13.1-707.

C. If the board of directors submits a restatement for shareholder approval,the corporation shall notify each shareholder, whether or not entitled tovote, of the proposed shareholders' meeting in accordance with § 13.1-658.The notice shall also state that the purpose, or one of the purposes, of themeeting is to consider the proposed restatement and contain or be accompaniedby a copy of the restatement that identifies any new amendment it would makein the articles.

D. A corporation restating its articles of incorporation shall file with theCommission articles of restatement setting forth:

1. The name of the corporation immediately prior to restatement;

2. Whether the restatement contains a new amendment to the articles;

3. The text of the restated articles of incorporation or amended and restatedarticles of incorporation, as the case may be;

4. If the restatement includes a new amendment that provides for an exchange,reclassification, or cancellation of issued shares, provisions forimplementing the amendment, which may be made dependent upon factsobjectively ascertainable outside the articles of restatement in accordancewith subsection L of § 13.1-604;

5. The date of the restatement's adoption;

6. If the restatement does not contain a new amendment to the articles, thatthe board of directors adopted the restatement;

7. If the restatement contains a new amendment to the articles not requiringshareholder approval, the information required by subdivision A 5 of §13.1-710; and

8. If the restatement contains a new amendment to the articles requiringshareholder approval, the information required by subdivision A 6 of §13.1-710.

E. If the Commission finds that the articles of restatement comply with therequirements of law and that all required fees have been paid, it shall issuea certificate of restatement. When the certificate of restatement iseffective the restated articles of incorporation or amended and restatedarticles of incorporation supersede the original articles of incorporationand all amendments to them.

F. The Commission may certify restated articles of incorporation or amendedand restated articles of incorporation as the articles of incorporationcurrently in effect.

(1985, c. 522; 2002, c. 497; 2005, c. 765; 2007, c. 165.)