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§ 13.1-807 Correcting filed articles

A. Articles filed with the Commission may be corrected if (i) the articles contain an inaccuracy; (ii) the articles were not properly authorized or defectively signed, attested, sealed, verified, or acknowledged; or (iii) the electronic transmission of the articles to the Commission was defective.

B. Articles are corrected by filing with the Commission articles of correction that:

1. Set forth the name of the corporation prior to filing;

2. Describe the articles to be corrected, including their effective date;

3. Specify the inaccuracy or defect to be corrected;

4. Correct the inaccuracy or defect; and

5. State that the board of directors authorized the correction and the date of such authorization.

C. If the Commission finds that the articles of correction comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of correction. Upon the issuance of a certificate of correction by the Commission, the articles of correction shall become effective as of the effective date and time of the articles they correct except as to persons relying on the uncorrected articles and adversely affected by the correction. As to those persons, articles of correction are effective upon the issuance of the certificate of correction.

D. No articles of correction shall be accepted by the Commission when received more than 30 days after the effective date of the certificate relating to the articles to be corrected.

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 2 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 2007, chapter 925; in 2008, chapters 91 and 509.

1985, c. 522; 2007, c. 925; 2008, cc. 91, 509; 2021, Sp. Sess. I, c. 487.

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