2006 Code of Virginia § 13.1-711 - Restated articles of incorporation

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 the name of the corporationand the text of the restated articles of incorporation together with acertificate setting forth:

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

2. The date of the restatement's adoption;

3. Whether the restatement contains a new amendment to the articles and, ifit does not, that the board of directors adopted the restatement;

4. 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

5. 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 supersede the originalarticles of incorporation and all amendments to them.

F. The Commission may certify restated articles of incorporation as thearticles of incorporation currently in effect without including thecertificate information required by subsection D.

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