{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-713.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-713.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-713.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-713.html"}],"law_id":64290,"edition_id":1,"section_id":64290,"structure_id":14020,"section_number":"13.1-713","catch_line":"Effect of amendment of articles of incorporation","history":"Code 1950, \u00a7 13.1-60; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2019, c. 734.","full_text":"A\n\nAn amendment of the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the shareholders of the corporation. An amendment changing a corporation’s name does not affect a proceeding brought by or against the corporation in its former name.B\n\nA shareholder who becomes subject to new interest holder liability in respect of the corporation as a result of an amendment of the articles of incorporation shall have that new interest holder liability only in respect of interest holder liabilities that arise after the amendment becomes effective.C\n\nExcept as otherwise provided in the articles of incorporation, the interest holder liability of a shareholder who had interest holder liability in respect of the corporation before the amendment becomes effective and has new interest holder liability after the amendment becomes effective shall be as follows:1\n\nThe amendment does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the amendment becomes effective.2\n\nThe provisions of the articles of incorporation relating to interest holder liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision 1, as if the amendment had not occurred.3\n\nThe shareholder shall have such rights of contribution from other persons as are provided by the articles of incorporation relating to interest holder liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by subdivision 1, as if the amendment had not occurred.4\n\nThe shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the amendment becomes effective.D\n\nAs used in this section, “new interest holder liability” has the same meaning as provided in § 13.1-707.","order_by":null,"text":{"0":{"id":234003,"text":"An amendment of the articles of incorporation does not affect a cause of action existing against or in favor of the corporation, a proceeding to which the corporation is a party, or the existing rights of persons other than the shareholders of the corporation. An amendment changing a corporation’s name does not affect a proceeding brought by or against the corporation in its former name.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":234004,"text":"A shareholder who becomes subject to new interest holder liability in respect of the corporation as a result of an amendment of the articles of incorporation shall have that new interest holder liability only in respect of interest holder liabilities that arise after the amendment becomes effective.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":234005,"text":"Except as otherwise provided in the articles of incorporation, the interest holder liability of a shareholder who had interest holder liability in respect of the corporation before the amendment becomes effective and has new interest holder liability after the amendment becomes effective shall be as follows:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":234006,"text":"The amendment does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the amendment becomes effective.","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":234007,"text":"The provisions of the articles of incorporation relating to interest holder liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision 1, as if the amendment had not occurred.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":234008,"text":"The shareholder shall have such rights of contribution from other persons as are provided by the articles of incorporation relating to interest holder liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by subdivision 1, as if the amendment had not occurred.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":234009,"text":"The shareholder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the amendment becomes effective.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"7":{"id":234010,"text":"As used in this section, “new interest holder liability” has the same meaning as provided in § 13.1-707.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-713\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 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 1985, chapter 522; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":82695,"section_number":"13.1-707","catch_line":"Amendment of articles of incorporation by the board of directors and shareholders","order_by":null,"url":"\/13.1-707\/"}],"permalink":{"id":150345,"object_type":"law","relational_id":64290,"identifier":"13.1-713","token":"13.1\/9\/11\/13.1-713","url":"\/13.1-713\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-713\/","token":"13.1\/9\/11\/13.1-713","dublin_core":{"Title":"Effect of amendment of articles of incorporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-713","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> An amendment of the articles of incorporation<\/span> does not affect a cause of action<\/span> existing against or in favor of the corporation<\/span>, a proceeding<\/span> to which the corporation<\/span> is a party<\/span>, or the existing rights of persons<\/span> other than the shareholders<\/span> of the corporation<\/span>. An amendment changing a corporation<\/span>’s name does not affect a proceeding<\/span> brought by or against the corporation<\/span> in its former name. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A shareholder<\/span> who becomes subject to new interest holder liability<\/span> in respect of the corporation<\/span> as a result of an amendment of the articles of incorporation<\/span> shall have that new interest holder liability<\/span> only in respect of interest holder liabilities that arise after the amendment becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Except as otherwise provided in the articles of incorporation<\/span>, the interest holder liability of a shareholder<\/span> who had interest holder liability in respect of the corporation<\/span> before the amendment becomes effective and has new interest holder liability<\/span> after the amendment becomes effective shall be as follows: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The amendment does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the amendment becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The provisions of the articles of incorporation<\/span> relating to interest holder liability as in effect immediately prior to the amendment shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision 1, as if the amendment had not occurred. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The shareholder<\/span> shall have such rights of contribution from other persons<\/span> as are provided by the articles of incorporation<\/span> relating to interest holder liability as in effect immediately prior to the amendment with respect to any interest holder liabilities preserved by subdivision 1, as if the amendment had not occurred. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The shareholder<\/span> shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the amendment becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> As used in this section, “new interest holder liability<\/span>” has the same meaning as provided in § 13.1-707<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF AMENDMENT OF ARTICLES OF INCORPORATION (\u00a7 13.1-713)\n\nA. An amendment of the articles of incorporation does not affect a cause of\naction existing against or in favor of the corporation, a proceeding to which\nthe corporation is a party, or the existing rights of persons other than the\nshareholders of the corporation. An amendment changing a corporation’s\nname does not affect a proceeding brought by or against the corporation in its\nformer name.\n\nB. A shareholder who becomes subject to new interest holder liability in respect\nof the corporation as a result of an amendment of the articles of incorporation\nshall have that new interest holder liability only in respect of interest holder\nliabilities that arise after the amendment becomes effective.\n\nC. Except as otherwise provided in the articles of incorporation, the interest\nholder liability of a shareholder who had interest holder liability in respect\nof the corporation before the amendment becomes effective and has new interest\nholder liability after the amendment becomes effective shall be as follows:\n\n 1. The amendment does not discharge that prior interest holder liability with\n respect to any interest holder liabilities that arose before the amendment\n becomes effective.\n\n 2. The provisions of the articles of incorporation relating to interest holder\n liability as in effect immediately prior to the amendment shall continue to\n apply to the collection or discharge of any interest holder liabilities\n preserved by subdivision 1, as if the amendment had not occurred.\n\n 3. The shareholder shall have such rights of contribution from other persons\n as are provided by the articles of incorporation relating to interest holder\n liability as in effect immediately prior to the amendment with respect to any\n interest holder liabilities preserved by subdivision 1, as if the amendment\n had not occurred.\n\n 4. The shareholder shall not, by reason of such prior interest holder\n liability, have interest holder liability with respect to any interest holder\n liabilities that arise after the amendment becomes effective.\n\nD. As used in this section, “new interest holder liability” has the\nsame meaning as provided in § 13.1-707.\n\nHISTORY: Code 1950, \u00a7 13.1-60; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2019,\nc. 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}}