Virginia Law

A. After a defective corporate action is ratified under this article for a document required by this chapter to be filed with the Commission, the corporation shall deliver to the Commission for filing:

1. If a filing with the Commission was previously made with respect to such defective corporate action and the Commission issued with respect thereto a certificate, the articles of ratification, which may serve to amend or substitute for the filing previously made; or

2. If no filing with the Commission was previously made with respect to such defective corporate action, the articles required by this chapter.

B. The document required by subsection A shall set forth:

1. The defective corporate action that is the subject of the filed document;

2. The date of the defective corporate action;

3. The nature of the failure of authorization in respect of the defective corporate action;

4. A statement that the defective corporate action was ratified in accordance with § 13.1-814.4, including the date on which the board of directors ratified such defective corporate action and the date, if any, on which the members approved the ratification of such defective corporate action; and

5. The information required by subsection C.

C. The document shall also contain the following information:

1. If a filing with the Commission was previously made in respect of the defective corporate action and no changes to such filing are required to give effect to the ratification of such defective corporate action in accordance with § 13.1-814.4, the filed document shall set forth (i) the name, title, and filing date of the filing previously made and any articles of correction to that filing and (ii) a statement that a copy of the filing previously made, together with any articles of correction to that filing, is attached as an exhibit;

2. If a filing was previously made in respect of the defective corporate action and such filing requires any change to give effect to the ratification of such defective corporate action in accordance with § 13.1-814.4, the filed document shall set forth (i) the name, title, and filing date of the filing previously made and any articles of correction to that filing; (ii) a statement that a filing containing all of the information required to be included under the applicable sections of this chapter to give effect to such defective corporate action is attached as an exhibit; and (iii) the date and time that such filing is deemed to have become effective; or

3. If a filing was not previously made in respect of the defective corporate action and the defective corporate action ratified under § 13.1-814.4 would have required a filing under any other section of this chapter, the filed document shall set forth (i) a statement that a filing containing all of the information required to be included under the applicable sections of this chapter to give effect to such defective corporate action is attached as an exhibit and (ii) the date and time that such filing is deemed to have become effective.

D. If the Commission finds that the filed document complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of ratification of defective corporate action.

2026, cc. 393, 394.