{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-888.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-888.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-888.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-888.html"}],"law_id":78566,"edition_id":1,"section_id":78566,"structure_id":14415,"section_number":"13.1-888","catch_line":"Articles of amendment","history":"Code 1950, \u00a7\u00a7 13-226, 13-227, 13.1-237, 13.1-238; 1956, c. 428; 1966, c. 218; 1975, c. 500; 1985, c. 522; 2002, c. 607; 2007, c. 925; 2012, c. 130.","full_text":"A\n\nA corporation amending its articles of incorporation shall file with the Commission articles of amendment setting 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 § 13.1-804;3\n\nThe date of each amendment’s adoption;4\n\nIf an amendment was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly approved by the vote of at least two-thirds of the directors in office or by a majority of the incorporators, as the case may be, including the reason member and, if applicable, director approval was not required;5\n\nIf an amendment was approved by the members, either:\n\t\t\t\ta. A statement that the amendment was adopted by unanimous consent of the members; or\n\t\t\t\tb. A statement that the amendment was proposed by the board of directors and submitted to the members in accordance with this Act and a statement of:1\n\nThe existence of a quorum of each voting group entitled to vote separately on the amendment; and2\n\nEither the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.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":281562,"text":"A corporation amending its articles of incorporation shall file with the Commission articles of amendment setting forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":281563,"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":281564,"text":"The text of each amendment adopted or the information required by subdivision L 5 of § 13.1-804;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":281565,"text":"The date of each amendment’s adoption;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":281566,"text":"If an amendment was adopted by the incorporators or the board of directors without member approval, a statement that the amendment was duly approved by the vote of at least two-thirds of the directors in office or by a majority of the incorporators, as the case may be, including the reason member and, if applicable, director approval was not required;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":281567,"text":"If an amendment was approved by the members, either:\n\t\t\t\ta. A statement that the amendment was adopted by unanimous consent of the members; or\n\t\t\t\tb. A statement that the amendment was proposed by the board of directors and submitted to the members in accordance with this Act and a statement of:","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A51"},"6":{"id":281568,"text":"The existence of a quorum of each voting group entitled to vote separately on the amendment; and","type":"section","prefixes":["A","5","1"],"prefix":"1","entire_prefix":"A51","prefix_anchor":"A51","level":3,"prior_prefix":"A5","next_prefix":"A52"},"7":{"id":281569,"text":"Either the total number of votes cast for and against the amendment by each voting group entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group and a statement that the number cast for the amendment by each voting group was sufficient for approval by that voting group.","type":"section","prefixes":["A","5","2"],"prefix":"2","entire_prefix":"A52","prefix_anchor":"A52","level":3,"prior_prefix":"A51","next_prefix":"B"},"8":{"id":281570,"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":"A52"}},"ancestry":[{"id":14415,"edition_id":1,"name":"Amendment of Articles of Incorporation and Bylaws","identifier":"10","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:48:03","date_modified":"2026-06-26 03:48:03","permalink":{"id":147573,"object_type":"structure","relational_id":14415,"identifier":"10","token":"13.1\/10\/10","url":"\/13.1\/10\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":85025,"structure_id":14415,"section_number":"13.1-884","catch_line":"Authority to amend articles of incorporation","url":"\/13.1-884\/","token":"13.1\/10\/10\/13.1-884","metadata":false},{"id":58197,"structure_id":14415,"section_number":"13.1-885","catch_line":"Amendment of articles of incorporation by directors","url":"\/13.1-885\/","token":"13.1\/10\/10\/13.1-885","metadata":false},{"id":65080,"structure_id":14415,"section_number":"13.1-886","catch_line":"Amendment of articles of incorporation by directors and members","url":"\/13.1-886\/","token":"13.1\/10\/10\/13.1-886","metadata":false},{"id":86936,"structure_id":14415,"section_number":"13.1-887","catch_line":"Voting on amendments by voting groups","url":"\/13.1-887\/","token":"13.1\/10\/10\/13.1-887","metadata":false},{"id":85903,"structure_id":14415,"section_number":"13.1-887.1","catch_line":"Amendment prior to organization","url":"\/13.1-887.1\/","token":"13.1\/10\/10\/13.1-887.1","metadata":false},{"id":78566,"structure_id":14415,"section_number":"13.1-888","catch_line":"Articles of amendment","url":"\/13.1-888\/","token":"13.1\/10\/10\/13.1-888","metadata":false},{"id":85479,"structure_id":14415,"section_number":"13.1-889","catch_line":"Restated articles of incorporation","url":"\/13.1-889\/","token":"13.1\/10\/10\/13.1-889","metadata":false},{"id":58404,"structure_id":14415,"section_number":"13.1-890","catch_line":"Repealed","url":"\/13.1-890\/","token":"13.1\/10\/10\/13.1-890","metadata":false},{"id":55759,"structure_id":14415,"section_number":"13.1-891","catch_line":"Effect of amendment of articles of incorporation","url":"\/13.1-891\/","token":"13.1\/10\/10\/13.1-891","metadata":false},{"id":76453,"structure_id":14415,"section_number":"13.1-892","catch_line":"Amendment of bylaws by board of directors or members","url":"\/13.1-892\/","token":"13.1\/10\/10\/13.1-892","metadata":false},{"id":85384,"structure_id":14415,"section_number":"13.1-893","catch_line":"Bylaw provisions increasing quorum or voting requirements for directors","url":"\/13.1-893\/","token":"13.1\/10\/10\/13.1-893","metadata":false}],"previous_section":{"id":85903,"structure_id":14415,"section_number":"13.1-887.1","catch_line":"Amendment prior to organization","url":"\/13.1-887.1\/","token":"13.1\/10\/10\/13.1-887.1","metadata":false},"next_section":{"id":85479,"structure_id":14415,"section_number":"13.1-889","catch_line":"Restated articles of incorporation","url":"\/13.1-889\/","token":"13.1\/10\/10\/13.1-889","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-888\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 7 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 1966, chapter 218; in 1975, chapter 500; in 1985, chapter 522; in 2002, chapter 607<\/a>; in 2007, chapter 925<\/a>; in 2012, chapter 130<\/a>.<\/p>","references":[{"id":85479,"section_number":"13.1-889","catch_line":"Restated articles of incorporation","order_by":null,"url":"\/13.1-889\/"},{"id":55599,"section_number":"6.2-1323","catch_line":"Amendments to articles of incorporation and bylaws","order_by":null,"url":"\/6.2-1323\/"}],"refers_to":[{"id":73985,"section_number":"13.1-804","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-804\/"}],"permalink":{"id":147595,"object_type":"law","relational_id":78566,"identifier":"13.1-888","token":"13.1\/10\/10\/13.1-888","url":"\/13.1-888\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-888\/","token":"13.1\/10\/10\/13.1-888","dublin_core":{"Title":"Articles of amendment","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-888","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span> amending its articles of incorporation<\/span> shall file with the Commission<\/span> articles of amendment setting 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 § 13.1-804<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

4.<\/span> If an amendment was adopted by the incorporators or the board of directors<\/span> without member<\/span> approval, a statement that the amendment was duly approved by the vote of at least two-thirds of the directors in office or by a majority of the incorporators, as the case may be, including the reason member<\/span> and, if applicable, director<\/span> approval was not required; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If an amendment was approved by the members<\/span>, either:\n\t\t\t\ta. A statement that the amendment was adopted by unanimous consent of the members<\/span>; or\n\t\t\t\tb. A statement that the amendment was proposed by the board of directors<\/span> and submitted to the members<\/span> in accordance with this Act and a statement of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The existence of a quorum of each voting group<\/span> entitled to vote separately on the amendment; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Either the total number of votes cast for and against the amendment by each voting group<\/span> entitled to vote separately on the amendment or the total number of undisputed votes cast for the amendment by each voting group<\/span> and a statement that the number cast for the amendment by each voting group<\/span> was sufficient for approval by that voting group<\/span>. <\/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 13.1-888)\n\nA. A corporation amending its articles of incorporation shall file with the\nCommission articles of amendment setting 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 § 13.1-804;\n\n 3. The date of each amendment’s adoption;\n\n 4. If an amendment was adopted by the incorporators or the board of directors\n without member approval, a statement that the amendment was duly approved by\n the vote of at least two-thirds of the directors in office or by a majority of\n the incorporators, as the case may be, including the reason member and, if\n applicable, director approval was not required;\n\n 5. If an amendment was approved by the members, either:\n \t\t\t\ta. A statement that the amendment was adopted by unanimous consent of the\n members; or\n \t\t\t\tb. A statement that the amendment was proposed by the board of directors\n and submitted to the members in accordance with this Act and a statement of:\n\n 1. The existence of a quorum of each voting group entitled to vote\n separately on the amendment; and\n\n 2. Either the total number of votes cast for and against the amendment by\n each voting group entitled to vote separately on the amendment or the total\n number of undisputed votes cast for the amendment by each voting group and a\n statement that the number cast for the amendment by each voting group was\n sufficient for approval by that voting group.\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 13-226, 13-227, 13.1-237, 13.1-238; 1956, c. 428; 1966,\nc. 218; 1975, c. 500; 1985, c. 522; 2002, c. 607; 2007, c. 925; 2012, c. 130.","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}}