§ 13.1-706 Amendment of articles of incorporation by the board of directors
A. Where no shares of the corporation are issued and outstanding, a corporation’s board of directors may adopt an amendment of the corporation’s articles of incorporation without shareholder approval.
B. Unless the articles of incorporation provide otherwise, a corporation’s board of directors may adopt amendments of the corporation’s articles of incorporation without shareholder approval:
1. To delete the names and addresses of the initial directors;
2. To delete the name of the initial registered agent or the address of the initial registered office, if a statement of change described in § 13.1-635 is on file with the Commission;
3. If the corporation has only one class of shares outstanding: a. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or b. To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;
4. To eliminate or change the par value of the shares of any class or series;
6. If the corporation has or will become a holding company under § 13.1-719.1, to change the corporate name to the former name of the constituent corporation;
7. If the corporation is registered as an open-end management investment company under the federal Investment Company Act of 1940, to increase or decrease the aggregate number of shares or the number of shares of any class or series within any class that the corporation is authorized to issue;
8. To delete a class or series of shares from the articles of incorporation when there are no shares of the class or series, including any rights to any such shares, outstanding; or
9. To make any other change expressly permitted by this chapter to be made without shareholder approval.
History
This law was first created in 1985. The record of its establishment is cataloged in chapter 522 of that year’s edition of “Acts of Assembly,” the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1985 “Acts” aren’t available online. It has been modified 6 times. Those modifications are cataloged by “The Acts of Assembly,” a state publication, by year and chapter. Those modifications that can be read on the General Assembly’s website will be linked accordingly. Those modifications are as follows: in 1989, chapter 483; in 1990, chapter 292; in 2005, chapter 765; in 2006, chapter 330; in 2015, chapter 623; in 2019, chapter 734.
1985, c. 522; 1989, c. 483; 1990, c. 292; 2005, c. 765; 2006, c. 330; 2015, c. 623; 2019, c. 734.