{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-614.7.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-614.7.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-614.7.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-614.7.html"}],"law_id":73598,"edition_id":1,"section_id":73598,"structure_id":15717,"section_number":"13.1-614.7","catch_line":"Filings","history":"2019, c. 734; 2020, c. 1226.","full_text":"A\n\nAfter 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\n\nIf 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; or2\n\nIf no filing with the Commission was previously made with respect to such defective corporate action, the articles required by this chapter.B\n\nThe document required by subsection A shall set forth:1\n\nThe defective corporate action that is the subject of the document, including, in the case of any defective corporate action involving the issuance of putative shares, the number and type of putative shares issued and the date or dates upon which such putative shares were purported to have been issued;2\n\nThe date of the defective corporate action;3\n\nThe nature of the failure of authorization in respect of the defective corporate action;4\n\nA statement that the defective corporate action was ratified in accordance with § 13.1-614.3, including the date on which the board of directors ratified such defective corporate action and the date, if any, on which the shareholders approved the ratification of such defective corporate action; and5\n\nThe information required by subsection C.C\n\nThe document required by subsection A shall also contain the following information:1\n\nIf 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 § 13.1-614.3, 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\n\nIf a filing with the Commission 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 § 13.1-614.3, the 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 section or sections of this chapter to give effect to such defective corporate action is attached as an exhibit, and (iii) the date and time that the document is deemed to have become effective; or3\n\nIf a filing with the Commission was not previously made in respect of the defective corporate action and the defective corporate action ratified under § 13.1-614.3 would have required a filing under any other section of this chapter, the document shall set forth (i) all of the information required to be included under the applicable section or sections of this chapter to give effect to such defective corporate action and (ii) the date and time that the document is deemed to have become effective.D\n\nIf the Commission finds that the document required by subsection A 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 or the certificate required by this chapter for the articles that were filed.","order_by":null,"text":{"0":{"id":264728,"text":"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:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":264729,"text":"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","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":264730,"text":"If no filing with the Commission was previously made with respect to such defective corporate action, the articles required by this chapter.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":264731,"text":"The document required by subsection A shall set forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B1"},"4":{"id":264732,"text":"The defective corporate action that is the subject of the document, including, in the case of any defective corporate action involving the issuance of putative shares, the number and type of putative shares issued and the date or dates upon which such putative shares were purported to have been issued;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"5":{"id":264733,"text":"The date of the defective corporate action;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"6":{"id":264734,"text":"The nature of the failure of authorization in respect of the defective corporate action;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"7":{"id":264735,"text":"A statement that the defective corporate action was ratified in accordance with § 13.1-614.3, including the date on which the board of directors ratified such defective corporate action and the date, if any, on which the shareholders approved the ratification of such defective corporate action; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"8":{"id":264736,"text":"The information required by subsection C.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"9":{"id":264737,"text":"The document required by subsection A shall also contain the following information:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"C1"},"10":{"id":264738,"text":"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 § 13.1-614.3, 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;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"11":{"id":264739,"text":"If a filing with the Commission 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 § 13.1-614.3, the 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 section or sections of this chapter to give effect to such defective corporate action is attached as an exhibit, and (iii) the date and time that the document is deemed to have become effective; or","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"12":{"id":264740,"text":"If a filing with the Commission was not previously made in respect of the defective corporate action and the defective corporate action ratified under § 13.1-614.3 would have required a filing under any other section of this chapter, the document shall set forth (i) all of the information required to be included under the applicable section or sections of this chapter to give effect to such defective corporate action and (ii) the date and time that the document is deemed to have become effective.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"13":{"id":264741,"text":"If the Commission finds that the document required by subsection A 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 or the certificate required by this chapter for the articles that were filed.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3"}},"ancestry":[{"id":15717,"edition_id":1,"name":"Ratification of Defective Corporate Actions","identifier":"1.1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:58:16","date_modified":"2026-06-26 03:58:16","permalink":{"id":150231,"object_type":"structure","relational_id":15717,"identifier":"1.1","token":"13.1\/9\/1.1","url":"\/13.1\/9\/1.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":60239,"structure_id":15717,"section_number":"13.1-614.1","catch_line":"Definitions","url":"\/13.1-614.1\/","token":"13.1\/9\/1.1\/13.1-614.1","metadata":false},{"id":71566,"structure_id":15717,"section_number":"13.1-614.2","catch_line":"Defective corporate actions","url":"\/13.1-614.2\/","token":"13.1\/9\/1.1\/13.1-614.2","metadata":false},{"id":67483,"structure_id":15717,"section_number":"13.1-614.3","catch_line":"Ratification of defective corporate actions","url":"\/13.1-614.3\/","token":"13.1\/9\/1.1\/13.1-614.3","metadata":false},{"id":65190,"structure_id":15717,"section_number":"13.1-614.4","catch_line":"Action of ratification","url":"\/13.1-614.4\/","token":"13.1\/9\/1.1\/13.1-614.4","metadata":false},{"id":82085,"structure_id":15717,"section_number":"13.1-614.5","catch_line":"Notice","url":"\/13.1-614.5\/","token":"13.1\/9\/1.1\/13.1-614.5","metadata":false},{"id":85070,"structure_id":15717,"section_number":"13.1-614.6","catch_line":"Effect of ratification","url":"\/13.1-614.6\/","token":"13.1\/9\/1.1\/13.1-614.6","metadata":false},{"id":73598,"structure_id":15717,"section_number":"13.1-614.7","catch_line":"Filings","url":"\/13.1-614.7\/","token":"13.1\/9\/1.1\/13.1-614.7","metadata":false},{"id":73843,"structure_id":15717,"section_number":"13.1-614.8","catch_line":"Commission proceedings regarding validity of corporate actions","url":"\/13.1-614.8\/","token":"13.1\/9\/1.1\/13.1-614.8","metadata":false}],"previous_section":{"id":85070,"structure_id":15717,"section_number":"13.1-614.6","catch_line":"Effect of ratification","url":"\/13.1-614.6\/","token":"13.1\/9\/1.1\/13.1-614.6","metadata":false},"next_section":{"id":73843,"structure_id":15717,"section_number":"13.1-614.8","catch_line":"Commission proceedings regarding validity of corporate actions","url":"\/13.1-614.8\/","token":"13.1\/9\/1.1\/13.1-614.8","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-614.7\/","history_text":"

This law was first created in 2019. The record of its establishment is cataloged in chapter 734<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2020, chapter 1226<\/a>.<\/p>","references":[{"id":60239,"section_number":"13.1-614.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-614.1\/"}],"refers_to":[{"id":67483,"section_number":"13.1-614.3","catch_line":"Ratification of defective corporate actions","order_by":null,"url":"\/13.1-614.3\/"}],"permalink":{"id":150257,"object_type":"law","relational_id":73598,"identifier":"13.1-614.7","token":"13.1\/9\/1.1\/13.1-614.7","url":"\/13.1-614.7\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-614.7\/","token":"13.1\/9\/1.1\/13.1-614.7","dublin_core":{"Title":"Filings","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-614.7","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After a defective corporate action<\/span> is ratified under this article for a document<\/span> required by this chapter to be filed with the Commission<\/span>, the corporation<\/span> shall deliver<\/span> to the Commission<\/span> for filing: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If a filing with the Commission<\/span> was previously made with respect to such defective corporate action<\/span> and the Commission<\/span> issued with respect thereto a certificate, the articles of ratification, which may serve to amend<\/span> or substitute for the filing previously made; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If no filing with the Commission<\/span> was previously made with respect to such defective corporate action<\/span>, the articles required by this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The document<\/span> required by subsection A shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The defective corporate action<\/span> that is the subject of the document<\/span>, including, in the case of any defective corporate action<\/span> involving the issuance of putative shares<\/span>, the number and type of putative shares<\/span> issued and the date or dates upon which such putative shares<\/span> were purported to have been issued; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The date of the defective corporate action<\/span><\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The nature of the failure of authorization<\/span> in respect of the defective corporate action<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A statement that the defective corporate action<\/span> was ratified in accordance with § 13.1-614.3<\/a>, including the date on which the board of directors ratified such defective corporate action<\/span> and the date, if any, on which the shareholders<\/span> approved the ratification of such defective corporate action<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The information required by subsection C. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The document<\/span> required by subsection A shall also contain the following information: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If a filing with the Commission<\/span> was previously made in respect of the defective corporate action<\/span> and no changes to such filing are required to give effect to the ratification of such defective corporate action<\/span> in accordance with § 13.1-614.3<\/a>, the filed document<\/span> 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; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If a filing with the Commission<\/span> was previously made in respect of the defective corporate action<\/span> and such filing requires any change to give effect to the ratification of such defective corporate action<\/span> in accordance with § 13.1-614.3<\/a>, the document<\/span> 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 section or sections of this chapter to give effect to such defective corporate action<\/span> is attached as an exhibit, and (iii) the date and time that the document<\/span> is deemed to have become effective; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If a filing with the Commission<\/span> was not previously made in respect of the defective corporate action<\/span> and the defective corporate action<\/span> ratified under § 13.1-614.3<\/a> would have required a filing under any other section of this chapter, the document<\/span> shall set forth (i) all of the information required to be included under the applicable section or sections of this chapter to give effect to such defective corporate action<\/span> and (ii) the date and time that the document<\/span> is deemed to have become effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the Commission<\/span> finds that the document<\/span> required by subsection A complies with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of ratification of defective corporate action<\/span> or the certificate required by this chapter for the articles that were filed. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFILINGS (\u00a7 13.1-614.7)\n\nA. After a defective corporate action is ratified under this article for a\ndocument required by this chapter to be filed with the Commission, the\ncorporation shall deliver to the Commission for filing:\n\n 1. If a filing with the Commission was previously made with respect to such\n defective corporate action and the Commission issued with respect thereto a\n certificate, the articles of ratification, which may serve to amend or\n substitute for the filing previously made; or\n\n 2. If no filing with the Commission was previously made with respect to such\n defective corporate action, the articles required by this chapter.\n\nB. The document required by subsection A shall set forth:\n\n 1. The defective corporate action that is the subject of the document,\n including, in the case of any defective corporate action involving the\n issuance of putative shares, the number and type of putative shares issued and\n the date or dates upon which such putative shares were purported to have been\n issued;\n\n 2. The date of the defective corporate action;\n\n 3. The nature of the failure of authorization in respect of the defective\n corporate action;\n\n 4. A statement that the defective corporate action was ratified in accordance\n with § 13.1-614.3, including the date on which the board of directors\n ratified such defective corporate action and the date, if any, on which the\n shareholders approved the ratification of such defective corporate action; and\n\n 5. The information required by subsection C.\n\nC. The document required by subsection A shall also contain the following\ninformation:\n\n 1. If a filing with the Commission was previously made in respect of the\n defective corporate action and no changes to such filing are required to give\n effect to the ratification of such defective corporate action in accordance\n with § 13.1-614.3, the filed document shall set forth (i) the name, title\n and filing date of the filing previously made and any articles of correction\n to that filing and (ii) a statement that a copy of the filing previously made,\n together with any articles of correction to that filing, is attached as an\n exhibit;\n\n 2. If a filing with the Commission was previously made in respect of the\n defective corporate action and such filing requires any change to give effect\n to the ratification of such defective corporate action in accordance with\n § 13.1-614.3, the document shall set forth (i) the name, title, and\n filing date of the filing previously made and any articles of correction to\n that filing, (ii) a statement that a filing containing all of the information\n required to be included under the applicable section or sections of this\n chapter to give effect to such defective corporate action is attached as an\n exhibit, and (iii) the date and time that the document is deemed to have\n become effective; or\n\n 3. If a filing with the Commission was not previously made in respect of the\n defective corporate action and the defective corporate action ratified under\n § 13.1-614.3 would have required a filing under any other section of this\n chapter, the document shall set forth (i) all of the information required to\n be included under the applicable section or sections of this chapter to give\n effect to such defective corporate action and (ii) the date and time that the\n document is deemed to have become effective.\n\nD. If the Commission finds that the document required by subsection A complies\nwith the requirements of law and that all required fees have been paid, it shall\nissue a certificate of ratification of defective corporate action or the\ncertificate required by this chapter for the articles that were filed.\n\nHISTORY: 2019, c. 734; 2020, c. 1226.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}