{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-712.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-712.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-712.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-712.1.html"}],"law_id":63596,"edition_id":1,"section_id":63596,"structure_id":14020,"section_number":"13.1-712.1","catch_line":"Abandonment of amendment or restatement of articles of incorporation","history":"2019, c. 734; 2020, c. 1226.","full_text":"A\n\nAfter an amendment or restatement of the articles of incorporation has been adopted and approved as required by this article, and at any time before the certificate of amendment or restatement has become effective, the amendment or restatement of the articles of incorporation may be abandoned by the corporation without action by its shareholders in the manner determined by the board of directors.B\n\nIf articles of amendment or restatement of the articles of incorporation are abandoned after they have been filed with the Commission but before the certificate of amendment or restatement of the articles of incorporation has become effective, a statement of abandonment shall be signed by the corporation and delivered to the Commission for filing prior to the effective time and date of the certificate of amendment or restatement of the articles of incorporation. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the amendment or restatement of the articles of incorporation shall be deemed abandoned and shall not become effective.C\n\nThe statement of abandonment shall contain:1\n\nThe name of the corporation;2\n\nThe date on which the articles of amendment or restatement of the articles of incorporation were filed with the Commission;3\n\nThe date and time on which the Commission’s certificate of amendment or restatement becomes effective; and4\n\nA statement that the amendment or restatement of the articles of incorporation is being abandoned in accordance with this section.","order_by":null,"text":{"0":{"id":231704,"text":"After an amendment or restatement of the articles of incorporation has been adopted and approved as required by this article, and at any time before the certificate of amendment or restatement has become effective, the amendment or restatement of the articles of incorporation may be abandoned by the corporation without action by its shareholders in the manner determined by the board of directors.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":231705,"text":"If articles of amendment or restatement of the articles of incorporation are abandoned after they have been filed with the Commission but before the certificate of amendment or restatement of the articles of incorporation has become effective, a statement of abandonment shall be signed by the corporation and delivered to the Commission for filing prior to the effective time and date of the certificate of amendment or restatement of the articles of incorporation. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the amendment or restatement of the articles of incorporation shall be deemed abandoned and shall not become effective.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":231706,"text":"The statement of abandonment shall contain:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":231707,"text":"The name of the corporation;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":231708,"text":"The date on which the articles of amendment or restatement of the articles of incorporation were filed with the Commission;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":231709,"text":"The date and time on which the Commission’s certificate of amendment or restatement becomes effective; and","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":231710,"text":"A statement that the amendment or restatement of the articles of incorporation is being abandoned in accordance with this section.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-712.1\/","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":false,"refers_to":false,"permalink":{"id":150341,"object_type":"law","relational_id":63596,"identifier":"13.1-712.1","token":"13.1\/9\/11\/13.1-712.1","url":"\/13.1-712.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-712.1\/","token":"13.1\/9\/11\/13.1-712.1","dublin_core":{"Title":"Abandonment of amendment or restatement of articles of incorporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-712.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After an amendment or restatement of the articles of incorporation<\/span> has been adopted and approved as required by this article, and at any time before the certificate of amendment or restatement has become effective, the amendment or restatement of the articles of incorporation<\/span> may be abandoned by the corporation<\/span> without action by its shareholders<\/span> in the manner determined by the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If articles of amendment or restatement of the articles of incorporation<\/span> are abandoned after they have been filed with the Commission<\/span> but before the certificate of amendment or restatement of the articles of incorporation<\/span> has become effective, a statement of abandonment shall be signed by the corporation<\/span> and delivered to the Commission<\/span> for filing prior to the effective time and date of the certificate of amendment or restatement of the articles of incorporation<\/span>. If the Commission<\/span> finds that the statement of abandonment complies with the requirements of law<\/span>, it shall issue<\/span> a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission<\/span>, and the amendment or restatement of the articles of incorporation<\/span> shall be deemed abandoned and shall not become effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The statement of abandonment shall contain: <\/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 date on which the articles of amendment or restatement of the articles of incorporation<\/span> were filed with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date and time on which the Commission<\/span>’s certificate of amendment or restatement becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A statement that the amendment or restatement of the articles of incorporation<\/span> is being abandoned in accordance with this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nABANDONMENT OF AMENDMENT OR RESTATEMENT OF ARTICLES OF INCORPORATION (\u00a7\n13.1-712.1)\n\nA. After an amendment or restatement of the articles of incorporation has been\nadopted and approved as required by this article, and at any time before the\ncertificate of amendment or restatement has become effective, the amendment or\nrestatement of the articles of incorporation may be abandoned by the corporation\nwithout action by its shareholders in the manner determined by the board of\ndirectors.\n\nB. If articles of amendment or restatement of the articles of incorporation are\nabandoned after they have been filed with the Commission but before the\ncertificate of amendment or restatement of the articles of incorporation has\nbecome effective, a statement of abandonment shall be signed by the corporation\nand delivered to the Commission for filing prior to the effective time and date\nof the certificate of amendment or restatement of the articles of incorporation.\nIf the Commission finds that the statement of abandonment complies with the\nrequirements of law, it shall issue a certificate of abandonment, effective as\nof the date and time the statement of abandonment was received by the\nCommission, and the amendment or restatement of the articles of incorporation\nshall be deemed abandoned and shall not become effective.\n\nC. The statement of abandonment shall contain:\n\n 1. The name of the corporation;\n\n 2. The date on which the articles of amendment or restatement of the articles\n of incorporation were filed with the Commission;\n\n 3. The date and time on which the Commission’s certificate of amendment\n or restatement becomes effective; and\n\n 4. A statement that the amendment or restatement of the articles of\n incorporation is being abandoned in accordance with this section.\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}}