{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-711.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-711.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-711.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-711.html"}],"law_id":58149,"edition_id":1,"section_id":58149,"structure_id":14020,"section_number":"13.1-711","catch_line":"Restated articles of incorporation","history":"1985, c. 522; 2002, c. 497; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2019, c. 734; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nA corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder approval.B\n\nThe restatement may include one or more new amendments to the articles of incorporation. If the restatement includes one or more new amendments requiring shareholder approval, the new amendment or amendments shall be adopted and approved as provided in § 13.1-707.C\n\nA corporation restating its articles of incorporation shall file with the Commission articles of restatement setting forth:1\n\nThe name of the corporation immediately prior to restatement;2\n\nWhether the restatement contains a new amendment of the articles of incorporation;3\n\nThe text of the restated articles of incorporation;4\n\nIf the restatement includes a new amendment that provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, which provisions may be made dependent upon facts objectively ascertainable outside the articles of restatement in accordance with subsection L of § 13.1-604;5\n\nThe date of the restatement’s adoption;6\n\nIf the restatement does not contain a new amendment of the articles, a statement that the restatement was adopted by the board of directors or approved by the shareholders;7\n\nIf the restatement contains a new amendment of the articles not requiring shareholder approval, a statement that the restatement was adopted by the board of directors without shareholder approval pursuant to § 13.1-706 or subdivision L 5 of § 13.1-604, as the case may be; and8\n\nIf the restatement contains a new amendment of the articles requiring shareholder approval, a statement that the restatement (i) was adopted by the unanimous consent of the shareholders or (ii) 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.D\n\nIf the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective the restated articles of incorporation supersede the original or previously restated articles of incorporation and all amendments of them.E\n\nThe Commission may certify restated articles of incorporation or amended and restated articles of incorporation as the articles of incorporation currently in effect.","order_by":null,"text":{"0":{"id":213077,"text":"A corporation’s board of directors may restate its articles of incorporation at any time with or without shareholder approval.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":213078,"text":"The restatement may include one or more new amendments to the articles of incorporation. If the restatement includes one or more new amendments requiring shareholder approval, the new amendment or amendments shall be adopted and approved as provided in § 13.1-707.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":213079,"text":"A corporation restating its articles of incorporation shall file with the Commission articles of restatement setting forth:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":213080,"text":"The name of the corporation immediately prior to restatement;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":213081,"text":"Whether the restatement contains a new amendment of the articles of incorporation;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":213082,"text":"The text of the restated articles of incorporation;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":213083,"text":"If the restatement includes a new amendment that provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, which provisions may be made dependent upon facts objectively ascertainable outside the articles of restatement in accordance with subsection L of § 13.1-604;","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":213084,"text":"The date of the restatement’s adoption;","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"C6"},"8":{"id":213085,"text":"If the restatement does not contain a new amendment of the articles, a statement that the restatement was adopted by the board of directors or approved by the shareholders;","type":"section","prefixes":["C","6"],"prefix":"6","entire_prefix":"C6","prefix_anchor":"C6","level":2,"prior_prefix":"C5","next_prefix":"C7"},"9":{"id":213086,"text":"If the restatement contains a new amendment of the articles not requiring shareholder approval, a statement that the restatement was adopted by the board of directors without shareholder approval pursuant to § 13.1-706 or subdivision L 5 of § 13.1-604, as the case may be; and","type":"section","prefixes":["C","7"],"prefix":"7","entire_prefix":"C7","prefix_anchor":"C7","level":2,"prior_prefix":"C6","next_prefix":"C8"},"10":{"id":213087,"text":"If the restatement contains a new amendment of the articles requiring shareholder approval, a statement that the restatement (i) was adopted by the unanimous consent of the shareholders or (ii) 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.","type":"section","prefixes":["C","8"],"prefix":"8","entire_prefix":"C8","prefix_anchor":"C8","level":2,"prior_prefix":"C7","next_prefix":"D"},"11":{"id":213088,"text":"If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective the restated articles of incorporation supersede the original or previously restated articles of incorporation and all amendments of them.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C8","next_prefix":"E"},"12":{"id":213089,"text":"The Commission may certify restated articles of incorporation or amended and restated articles of incorporation as the articles of incorporation currently in effect.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-711\/","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 5 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 2002, chapter 497<\/a>; in 2005, chapter 765<\/a>; in 2007, chapter 165<\/a>; in 2012, chapter 706<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"},{"id":55616,"section_number":"13.1-706","catch_line":"Amendment of articles of incorporation by the board of directors","order_by":null,"url":"\/13.1-706\/"}],"permalink":{"id":150333,"object_type":"law","relational_id":58149,"identifier":"13.1-711","token":"13.1\/9\/11\/13.1-711","url":"\/13.1-711\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-711\/","token":"13.1\/9\/11\/13.1-711","dublin_core":{"Title":"Restated articles of incorporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-711","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span>’s board of directors may restate its articles of incorporation<\/span> at any time with or without shareholder<\/span> approval. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The restatement may include one or more new amendments to the articles of incorporation<\/span>. If the restatement includes one or more new amendments requiring shareholder<\/span> approval, the new amendment or amendments shall be adopted and approved as provided in § 13.1-707<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A corporation<\/span> restating its articles of incorporation<\/span> shall file with the Commission<\/span> articles of restatement setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

2.<\/span> Whether the restatement contains a new amendment of the articles of incorporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The text of the restated articles of incorporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the restatement includes a new amendment that provides for an exchange, reclassification, or cancellation of issued shares<\/span>, provisions for implementing the amendment, which provisions may be made dependent upon facts<\/span> objectively ascertainable outside the articles of restatement in accordance with subsection L of § 13.1-604<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The date of the restatement’s adoption; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the restatement does not contain a new amendment of the articles, a statement that the restatement was adopted by the board of directors or approved by the shareholders<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> If the restatement contains a new amendment of the articles not requiring shareholder<\/span> approval, a statement that the restatement was adopted by the board of directors without shareholder<\/span> approval pursuant to § 13.1-706<\/a> or subdivision L 5 of § 13.1-604<\/a>, as the case may be; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> If the restatement contains a new amendment of the articles requiring shareholder<\/span> approval, a statement that the restatement (i) was adopted by the unanimous consent of the shareholders<\/span> or (ii) 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>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the Commission<\/span> finds that the articles of restatement comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of restatement. When the certificate of restatement is effective the restated articles of incorporation<\/span> supersede the original or previously restated articles of incorporation<\/span> and all amendments of them. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The Commission<\/span> may certify restated articles of incorporation<\/span> or amended and restated articles of incorporation<\/span> as the articles of incorporation<\/span> currently in effect. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRESTATED ARTICLES OF INCORPORATION (\u00a7 13.1-711)\n\nA. A corporation’s board of directors may restate its articles of\nincorporation at any time with or without shareholder approval.\n\nB. The restatement may include one or more new amendments to the articles of\nincorporation. If the restatement includes one or more new amendments requiring\nshareholder approval, the new amendment or amendments shall be adopted and\napproved as provided in § 13.1-707.\n\nC. A corporation restating its articles of incorporation shall file with the\nCommission articles of restatement setting forth:\n\n 1. The name of the corporation immediately prior to restatement;\n\n 2. Whether the restatement contains a new amendment of the articles of\n incorporation;\n\n 3. The text of the restated articles of incorporation;\n\n 4. If the restatement includes a new amendment that provides for an exchange,\n reclassification, or cancellation of issued shares, provisions for\n implementing the amendment, which provisions may be made dependent upon facts\n objectively ascertainable outside the articles of restatement in accordance\n with subsection L of § 13.1-604;\n\n 5. The date of the restatement’s adoption;\n\n 6. If the restatement does not contain a new amendment of the articles, a\n statement that the restatement was adopted by the board of directors or\n approved by the shareholders;\n\n 7. If the restatement contains a new amendment of the articles not requiring\n shareholder approval, a statement that the restatement was adopted by the\n board of directors without shareholder approval pursuant to § 13.1-706 or\n subdivision L 5 of § 13.1-604, as the case may be; and\n\n 8. If the restatement contains a new amendment of the articles requiring\n shareholder approval, a statement that the restatement (i) was adopted by the\n unanimous consent of the shareholders or (ii) was adopted by the board of\n directors, was submitted to the shareholders in accordance with this article,\n and was duly approved by the shareholders in the manner required by this\n chapter and by the articles of incorporation.\n\nD. If the Commission finds that the articles of restatement comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of restatement. When the certificate of restatement is effective the\nrestated articles of incorporation supersede the original or previously restated\narticles of incorporation and all amendments of them.\n\nE. The Commission may certify restated articles of incorporation or amended and\nrestated articles of incorporation as the articles of incorporation currently in\neffect.\n\nHISTORY: 1985, c. 522; 2002, c. 497; 2005, c. 765; 2007, c. 165; 2012, c. 706;\n2019, c. 734; 2021, Sp. 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}}