{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-706.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-706.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-706.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-706.html"}],"law_id":55616,"edition_id":1,"section_id":55616,"structure_id":14020,"section_number":"13.1-706","catch_line":"Amendment of articles of incorporation by the board of directors","history":"1985, c. 522; 1989, c. 483; 1990, c. 292; 2005, c. 765; 2006, c. 330; 2015, c. 623; 2019, c. 734.","full_text":"A\n\nWhere 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\n\nUnless 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\n\nTo delete the names and addresses of the initial directors;2\n\nTo 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\n\nIf the corporation has only one class of shares outstanding:\n\t\t\t\ta. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or\n\t\t\t\tb. 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\n\nTo eliminate or change the par value of the shares of any class or series;5\n\nTo change the corporate name;6\n\nIf 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\n\nIf 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\n\nTo 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; or9\n\nTo make any other change expressly permitted by this chapter to be made without shareholder approval.","order_by":null,"text":{"0":{"id":203888,"text":"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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":203889,"text":"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:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":203890,"text":"To delete the names and addresses of the initial directors;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":203891,"text":"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;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":203892,"text":"If the corporation has only one class of shares outstanding:\n\t\t\t\ta. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or\n\t\t\t\tb. To increase the number of authorized shares of the class to the extent necessary to permit the issuance of shares as a share dividend;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":203893,"text":"To eliminate or change the par value of the shares of any class or series;","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":203894,"text":"To change the corporate name;","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"B6"},"7":{"id":203895,"text":"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;","type":"section","prefixes":["B","6"],"prefix":"6","entire_prefix":"B6","prefix_anchor":"B6","level":2,"prior_prefix":"B5","next_prefix":"B7"},"8":{"id":203896,"text":"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;","type":"section","prefixes":["B","7"],"prefix":"7","entire_prefix":"B7","prefix_anchor":"B7","level":2,"prior_prefix":"B6","next_prefix":"B8"},"9":{"id":203897,"text":"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","type":"section","prefixes":["B","8"],"prefix":"8","entire_prefix":"B8","prefix_anchor":"B8","level":2,"prior_prefix":"B7","next_prefix":"B9"},"10":{"id":203898,"text":"To make any other change expressly permitted by this chapter to be made without shareholder approval.","type":"section","prefixes":["B","9"],"prefix":"9","entire_prefix":"B9","prefix_anchor":"B9","level":2,"prior_prefix":"B8"}},"ancestry":[{"id":14020,"edition_id":1,"name":"Amendment of Articles of Incorporation and Bylaws","identifier":"11","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:46:37","date_modified":"2026-06-26 03:46:37","permalink":{"id":150307,"object_type":"structure","relational_id":14020,"identifier":"11","token":"13.1\/9\/11","url":"\/13.1\/9\/11\/","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":71609,"structure_id":14020,"section_number":"13.1-705","catch_line":"Authority to amend articles of incorporation","url":"\/13.1-705\/","token":"13.1\/9\/11\/13.1-705","metadata":false},{"id":55616,"structure_id":14020,"section_number":"13.1-706","catch_line":"Amendment of articles of incorporation by the board of directors","url":"\/13.1-706\/","token":"13.1\/9\/11\/13.1-706","metadata":false},{"id":82695,"structure_id":14020,"section_number":"13.1-707","catch_line":"Amendment of articles of incorporation by the board of directors and shareholders","url":"\/13.1-707\/","token":"13.1\/9\/11\/13.1-707","metadata":false},{"id":79625,"structure_id":14020,"section_number":"13.1-708","catch_line":"Voting on amendments by voting groups","url":"\/13.1-708\/","token":"13.1\/9\/11\/13.1-708","metadata":false},{"id":70564,"structure_id":14020,"section_number":"13.1-709","catch_line":"Amendment of articles of incorporation by incorporators","url":"\/13.1-709\/","token":"13.1\/9\/11\/13.1-709","metadata":false},{"id":55110,"structure_id":14020,"section_number":"13.1-710","catch_line":"Articles of amendment","url":"\/13.1-710\/","token":"13.1\/9\/11\/13.1-710","metadata":false},{"id":58149,"structure_id":14020,"section_number":"13.1-711","catch_line":"Restated articles of incorporation","url":"\/13.1-711\/","token":"13.1\/9\/11\/13.1-711","metadata":false},{"id":73433,"structure_id":14020,"section_number":"13.1-712","catch_line":"Repealed","url":"\/13.1-712\/","token":"13.1\/9\/11\/13.1-712","metadata":false},{"id":63596,"structure_id":14020,"section_number":"13.1-712.1","catch_line":"Abandonment of amendment or restatement of articles of incorporation","url":"\/13.1-712.1\/","token":"13.1\/9\/11\/13.1-712.1","metadata":false},{"id":64290,"structure_id":14020,"section_number":"13.1-713","catch_line":"Effect of amendment of articles of incorporation","url":"\/13.1-713\/","token":"13.1\/9\/11\/13.1-713","metadata":false},{"id":57867,"structure_id":14020,"section_number":"13.1-714","catch_line":"Amendment of bylaws by board of directors or shareholders","url":"\/13.1-714\/","token":"13.1\/9\/11\/13.1-714","metadata":false},{"id":55302,"structure_id":14020,"section_number":"13.1-715","catch_line":"Bylaw provisions increasing quorum or voting requirements for the board of directors","url":"\/13.1-715\/","token":"13.1\/9\/11\/13.1-715","metadata":false}],"previous_section":{"id":71609,"structure_id":14020,"section_number":"13.1-705","catch_line":"Authority to amend articles of incorporation","url":"\/13.1-705\/","token":"13.1\/9\/11\/13.1-705","metadata":false},"next_section":{"id":82695,"structure_id":14020,"section_number":"13.1-707","catch_line":"Amendment of articles of incorporation by the board of directors and shareholders","url":"\/13.1-707\/","token":"13.1\/9\/11\/13.1-707","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-706\/","history_text":"

This law was first created in 1985. The record of its establishment is cataloged in chapter 522 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. Unfortunately, the 1985 \u201cActs\u201d aren\u2019t available online. It has been modified 6 times. 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. Those modifications are as follows: in 1989, chapter 483; in 1990, chapter 292; in 2005, chapter 765<\/a>; in 2006, chapter 330<\/a>; in 2015, chapter 623<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":80537,"section_number":"13.1-689","catch_line":"Committees","order_by":null,"url":"\/13.1-689\/"},{"id":58149,"section_number":"13.1-711","catch_line":"Restated articles of incorporation","order_by":null,"url":"\/13.1-711\/"},{"id":73648,"section_number":"13.1-716","catch_line":"Merger","order_by":null,"url":"\/13.1-716\/"},{"id":78280,"section_number":"13.1-718","catch_line":"Action on a plan of merger or share exchange","order_by":null,"url":"\/13.1-718\/"},{"id":69231,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","order_by":null,"url":"\/13.1-719.1\/"}],"refers_to":[{"id":58006,"section_number":"13.1-635","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-635\/"},{"id":69231,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","order_by":null,"url":"\/13.1-719.1\/"}],"permalink":{"id":150313,"object_type":"law","relational_id":55616,"identifier":"13.1-706","token":"13.1\/9\/11\/13.1-706","url":"\/13.1-706\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-706\/","token":"13.1\/9\/11\/13.1-706","dublin_core":{"Title":"Amendment of articles of incorporation by the board of directors","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-706","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Where no shares<\/span> of the corporation<\/span> are issued and outstanding, a corporation<\/span>’s board of directors may adopt an amendment of the corporation<\/span>’s articles of incorporation<\/span> without shareholder<\/span> approval. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Unless the articles of incorporation<\/span> provide otherwise, a corporation<\/span>’s board of directors may adopt amendments of the corporation<\/span>’s articles of incorporation<\/span> without shareholder<\/span> approval: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> To delete the names and addresses of the initial directors; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> 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<\/a> is on file with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the corporation<\/span> has only one class of shares outstanding:\n\t\t\t\ta. To change each issued and unissued authorized share of the class into a greater number of whole shares of that class; or\n\t\t\t\tb. To increase the number of authorized shares<\/span> of the class to the extent necessary to permit the issuance of shares as a share dividend; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> To eliminate or change the par value of the shares of any class or series; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> To change the corporate name; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the corporation<\/span> has or will become a holding company under § 13.1-719.1<\/a>, to change the corporate name to the former name of the constituent corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> If the corporation<\/span> 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<\/span> is authorized to issue<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> To delete a class or series of shares from the articles of incorporation<\/span> when there are no shares of the class or series, including any rights to any such shares, outstanding; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> To make any other change expressly permitted by this chapter to be made without shareholder<\/span> approval. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAMENDMENT OF ARTICLES OF INCORPORATION BY THE BOARD OF DIRECTORS (\u00a7 13.1-706)\n\nA. Where no shares of the corporation are issued and outstanding, a\ncorporation’s board of directors may adopt an amendment of the\ncorporation’s articles of incorporation without shareholder approval.\n\nB. Unless the articles of incorporation provide otherwise, a corporation’s\nboard of directors may adopt amendments of the corporation’s articles of\nincorporation without shareholder approval:\n\n 1. To delete the names and addresses of the initial directors;\n\n 2. To delete the name of the initial registered agent or the address of the\n initial registered office, if a statement of change described in §\n 13.1-635 is on file with the Commission;\n\n 3. If the corporation has only one class of shares outstanding:\n \t\t\t\ta. To change each issued and unissued authorized share of the class into a\n greater number of whole shares of that class; or\n \t\t\t\tb. To increase the number of authorized shares of the class to the extent\n necessary to permit the issuance of shares as a share dividend;\n\n 4. To eliminate or change the par value of the shares of any class or series;\n\n 5. To change the corporate name;\n\n 6. If the corporation has or will become a holding company under §\n 13.1-719.1, to change the corporate name to the former name of the constituent\n corporation;\n\n 7. If the corporation is registered as an open-end management investment\n company under the federal Investment Company Act of 1940, to increase or\n decrease the aggregate number of shares or the number of shares of any class\n or series within any class that the corporation is authorized to issue;\n\n 8. To delete a class or series of shares from the articles of incorporation\n when there are no shares of the class or series, including any rights to any\n such shares, outstanding; or\n\n 9. To make any other change expressly permitted by this chapter to be made\n without shareholder approval.\n\nHISTORY: 1985, c. 522; 1989, c. 483; 1990, c. 292; 2005, c. 765; 2006, c. 330;\n2015, c. 623; 2019, c. 734.","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}}