{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-710.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-710.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-710.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-710.html"}],"law_id":55110,"edition_id":1,"section_id":55110,"structure_id":14020,"section_number":"13.1-710","catch_line":"Articles of amendment","history":"Code 1950, \u00a7\u00a7 13.1-58, 13.1-59; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1985, c. 522; 2002, c. 497; 2005, c. 765; 2015, c. 623; 2019, c. 734; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nAfter an amendment of the articles of incorporation has been adopted and approved as required by this chapter, the corporation shall deliver to the Commission for filing articles of amendment that shall set forth:1\n\nThe name of the corporation;2\n\nThe text of each amendment adopted or the information required by subdivision L 5 of § 13.1-604;3\n\nIf an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which provisions may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with subsection L of § 13.1-604;4\n\nThe date of each amendment’s adoption or approval;5\n\nIf an amendment (i) was adopted by the board of directors or the incorporators without shareholder approval, a statement that the amendment was duly adopted by the board of directors or by a majority of the incorporators, as the case may be, including the reason that shareholder and, if applicable, board of directors’ approval was not required; (ii) was approved by the shareholders, either a statement that the amendment was adopted by unanimous consent of the shareholders, or a statement that the amendment was adopted by the board of directors, was submitted to the shareholders in accordance with this article, and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or (iii) is being filed pursuant to subdivision L 5 of § 13.1-604, a statement to that effect.B\n\nIf the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.","order_by":null,"text":{"0":{"id":202073,"text":"After an amendment of the articles of incorporation has been adopted and approved as required by this chapter, the corporation shall deliver to the Commission for filing articles of amendment that shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":202074,"text":"The name of the corporation;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":202075,"text":"The text of each amendment adopted or the information required by subdivision L 5 of § 13.1-604;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":202076,"text":"If an amendment provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment if not contained in the amendment itself, which provisions may be made dependent upon facts objectively ascertainable outside the articles of amendment in accordance with subsection L of § 13.1-604;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":202077,"text":"The date of each amendment’s adoption or approval;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":202078,"text":"If an amendment (i) was adopted by the board of directors or the incorporators without shareholder approval, a statement that the amendment was duly adopted by the board of directors or by a majority of the incorporators, as the case may be, including the reason that shareholder and, if applicable, board of directors’ approval was not required; (ii) was approved by the shareholders, either a statement that the amendment was adopted by unanimous consent of the shareholders, or a statement that the amendment was adopted by the board of directors, was submitted to the shareholders in accordance with this article, and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation; or (iii) is being filed pursuant to subdivision L 5 of § 13.1-604, a statement to that effect.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":202079,"text":"If the Commission finds that the articles of amendment comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-710\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 8 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 1956, chapter 428; in 1958, chapter 564; in 1975, chapter 500; in 1985, chapter 522; in 2002, chapter 497<\/a>; in 2005, chapter 765<\/a>; in 2015, chapter 623<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":65277,"section_number":"13.1-347","catch_line":"Formation of worker cooperative; purpose","order_by":null,"url":"\/13.1-347\/"},{"id":77802,"section_number":"13.1-639","catch_line":"Terms of class or series determined by board of directors","order_by":null,"url":"\/13.1-639\/"},{"id":82192,"section_number":"6.2-105","catch_line":"Reclassification or conversion of banking institution shares","order_by":null,"url":"\/6.2-105\/"}],"refers_to":[{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"}],"permalink":{"id":150329,"object_type":"law","relational_id":55110,"identifier":"13.1-710","token":"13.1\/9\/11\/13.1-710","url":"\/13.1-710\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-710\/","token":"13.1\/9\/11\/13.1-710","dublin_core":{"Title":"Articles of amendment","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-710","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After an amendment of the articles of incorporation<\/span> has been adopted and approved as required by this chapter, the corporation<\/span> shall deliver<\/span> to the Commission<\/span> for filing articles of amendment that shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The text of each amendment adopted or the information required by subdivision L 5 of § 13.1-604<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If an amendment provides for an exchange, reclassification, or cancellation of issued shares<\/span>, provisions for implementing the amendment if not contained in the amendment itself, which provisions may be made dependent upon facts<\/span> objectively ascertainable outside the articles of amendment in accordance with subsection L of § 13.1-604<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date of each amendment’s adoption or approval; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If an amendment (i) was adopted by the board of directors or the incorporators without shareholder<\/span> approval, a statement that the amendment was duly adopted by the board of directors or by a majority of the incorporators, as the case may be, including the reason that shareholder<\/span> and, if applicable, board of directors’ approval was not required; (ii) was approved by the shareholders<\/span>, either a statement that the amendment was adopted by unanimous consent of the shareholders<\/span>, or a statement that the amendment was adopted by the board of directors, was submitted to the shareholders<\/span> in accordance with this article, and was duly approved by the shareholders<\/span> in the manner required by this chapter and by the articles of incorporation<\/span>; or (iii) is being filed pursuant to subdivision L 5 of § 13.1-604<\/a>, a statement to that effect. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that the articles of amendment comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of amendment. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF AMENDMENT (\u00a7 13.1-710)\n\nA. After an amendment of the articles of incorporation has been adopted and\napproved as required by this chapter, the corporation shall deliver to the\nCommission for filing articles of amendment that shall set forth:\n\n 1. The name of the corporation;\n\n 2. The text of each amendment adopted or the information required by\n subdivision L 5 of § 13.1-604;\n\n 3. If an amendment provides for an exchange, reclassification, or cancellation\n of issued shares, provisions for implementing the amendment if not contained\n in the amendment itself, which provisions may be made dependent upon facts\n objectively ascertainable outside the articles of amendment in accordance with\n subsection L of § 13.1-604;\n\n 4. The date of each amendment’s adoption or approval;\n\n 5. If an amendment (i) was adopted by the board of directors or the\n incorporators without shareholder approval, a statement that the amendment was\n duly adopted by the board of directors or by a majority of the incorporators,\n as the case may be, including the reason that shareholder and, if applicable,\n board of directors’ approval was not required; (ii) was approved by the\n shareholders, either a statement that the amendment was adopted by unanimous\n consent of the shareholders, or a statement that the amendment was adopted by\n the board of directors, was submitted to the shareholders in accordance with\n this article, and was duly approved by the shareholders in the manner required\n by this chapter and by the articles of incorporation; or (iii) is being filed\n pursuant to subdivision L 5 of § 13.1-604, a statement to that effect.\n\nB. If the Commission finds that the articles of amendment comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of amendment.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-58, 13.1-59; 1956, c. 428; 1958, c. 564; 1975, c.\n500; 1985, c. 522; 2002, c. 497; 2005, c. 765; 2015, c. 623; 2019, c. 734; 2021,\nSp. Sess. I, c. 487.","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}}