Virginia Law

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

B. The restatement may include one or more new amendments to the articles. If the restatement includes a new amendment requiring member approval, it shall be adopted and approved as provided in § 13.1-886. If the restatement includes an amendment that does not require member approval, it shall be adopted as provided in § 13.1-885.

C. If the board of directors submits a restatement for member approval, the corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any new amendment it would make in the articles.

D. A corporation restating its articles of incorporation shall file with the Commission 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 restated articles of incorporation, as the case may be;

4. Information required by subdivision L 5 of § 13.1-804;

5. The date of the restatement's adoption;

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

7. If the restatement contains a new amendment to the articles not requiring member approval, the information required by subdivision A 4 of § 13.1-888; and

8. If the restatement contains a new amendment to the articles requiring member approval, the information required by subdivision A 5 of § 13.1-888.

E. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective the restated articles of incorporation or amended and restated articles of incorporation supersede the original articles of incorporation and all amendments to them.

F. The Commission may certify restated articles of incorporation or amended and restated articles of incorporation as the articles of incorporation currently in effect.

1985, c. 522; 2002, c. 607; 2007, c. 925.

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

B. The restatement may include one or more new amendments to the articles of incorporation. If the restatement includes one or more new amendments requiring member approval, it shall be adopted and approved as provided in § 13.1-886. If the restatement only includes one or more amendments that do not require member approval, it shall be adopted as provided in § 13.1-885.

A corporation restating its articles of incorporation shall file with the Commission 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 of incorporation;

3. The text of the restated articles of incorporation;

4. Information required by subdivision K 5 of § 13.1-804;

5. The date of the restatement's adoption;

6. If the restatement does not contain a new amendment to the articles, a statement that the restatement was adopted by the board of directors or approved by the members;

7. If the restatement contains a new amendment to the articles not requiring member approval, a statement that the restatement (i) was adopted by the board of directors without member approval pursuant to § 13.1-885 or subdivision K 5 of § 13.1-804, as the case may be; and

8. If the restatement contains a new amendment to the articles requiring member approval, a statement that the restatement (i) was adopted by unanimous consent of the members or (ii) was adopted by the board of directors, was submitted to the members in accordance with this article, and was duly approved by the members in the manner required by this chapter and the articles of incorporation.

D. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective, the restated articles of incorporation supersede the original or previously restated articles of incorporation and all amendments to them.

E. The Commission may certify restated articles of incorporation or amended and restated articles of incorporation as the articles of incorporation currently in effect.

1985, c. 522; 2002, c. 607; 2007, c. 925; 2026, cc. 393, 394.