{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-889.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-889.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-889.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-889.html"}],"law_id":85479,"edition_id":1,"section_id":85479,"structure_id":14415,"section_number":"13.1-889","catch_line":"Restated articles of incorporation","history":"1985, c. 522; 2002, c. 607; 2007, c. 925.","full_text":"A\n\nA corporation’s board of directors may restate its articles of incorporation at any time with or without member approval.B\n\nThe restatement may include one or more new amendments to the articles. If the restatement includes a new amendment requiring member approval, it shall be adopted and approved as provided in § 13.1-886. If the restatement includes an amendment that does not require member approval, it shall be adopted as provided in § 13.1-885.C\n\nIf the board of directors submits a restatement for member approval, the corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any new amendment it would make in the articles.D\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 to the articles;3\n\nThe text of the restated articles of incorporation or amended and restated articles of incorporation, as the case may be;4\n\nInformation required by subdivision L 5 of § 13.1-804;5\n\nThe date of the restatement’s adoption;6\n\nIf the restatement does not contain a new amendment to the articles, that the board of directors adopted the restatement;7\n\nIf the restatement contains a new amendment to the articles not requiring member approval, the information required by subdivision A 4 of § 13.1-888; and8\n\nIf the restatement contains a new amendment to the articles requiring member approval, the information required by subdivision A 5 of § 13.1-888.E\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 or amended and restated articles of incorporation supersede the original articles of incorporation and all amendments to them.F\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":306214,"text":"A corporation’s board of directors may restate its articles of incorporation at any time with or without member approval.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":306215,"text":"The restatement may include one or more new amendments to the articles. If the restatement includes a new amendment requiring member approval, it shall be adopted and approved as provided in § 13.1-886. If the restatement includes an amendment that does not require member approval, it shall be adopted as provided in § 13.1-885.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":306216,"text":"If the board of directors submits a restatement for member approval, the corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with § 13.1-842. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any new amendment it would make in the articles.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":306217,"text":"A corporation restating its articles of incorporation shall file with the Commission articles of restatement setting forth:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":306218,"text":"The name of the corporation immediately prior to restatement;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":306219,"text":"Whether the restatement contains a new amendment to the articles;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"6":{"id":306220,"text":"The text of the restated articles of incorporation or amended and restated articles of incorporation, as the case may be;","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"7":{"id":306221,"text":"Information required by subdivision L 5 of § 13.1-804;","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"D5"},"8":{"id":306222,"text":"The date of the restatement’s adoption;","type":"section","prefixes":["D","5"],"prefix":"5","entire_prefix":"D5","prefix_anchor":"D5","level":2,"prior_prefix":"D4","next_prefix":"D6"},"9":{"id":306223,"text":"If the restatement does not contain a new amendment to the articles, that the board of directors adopted the restatement;","type":"section","prefixes":["D","6"],"prefix":"6","entire_prefix":"D6","prefix_anchor":"D6","level":2,"prior_prefix":"D5","next_prefix":"D7"},"10":{"id":306224,"text":"If the restatement contains a new amendment to the articles not requiring member approval, the information required by subdivision A 4 of § 13.1-888; and","type":"section","prefixes":["D","7"],"prefix":"7","entire_prefix":"D7","prefix_anchor":"D7","level":2,"prior_prefix":"D6","next_prefix":"D8"},"11":{"id":306225,"text":"If the restatement contains a new amendment to the articles requiring member approval, the information required by subdivision A 5 of § 13.1-888.","type":"section","prefixes":["D","8"],"prefix":"8","entire_prefix":"D8","prefix_anchor":"D8","level":2,"prior_prefix":"D7","next_prefix":"E"},"12":{"id":306226,"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 or amended and restated articles of incorporation supersede the original articles of incorporation and all amendments to them.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D8","next_prefix":"F"},"13":{"id":306227,"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":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-889\/","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 2 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 607<\/a>; in 2007, chapter 925<\/a>.<\/p>","references":false,"refers_to":[{"id":73985,"section_number":"13.1-804","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-804\/"},{"id":87273,"section_number":"13.1-842","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-842\/"},{"id":65080,"section_number":"13.1-886","catch_line":"Amendment of articles of incorporation by directors and members","order_by":null,"url":"\/13.1-886\/"},{"id":78566,"section_number":"13.1-888","catch_line":"Articles of amendment","order_by":null,"url":"\/13.1-888\/"}],"permalink":{"id":147599,"object_type":"law","relational_id":85479,"identifier":"13.1-889","token":"13.1\/10\/10\/13.1-889","url":"\/13.1-889\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-889\/","token":"13.1\/10\/10\/13.1-889","dublin_core":{"Title":"Restated articles of incorporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-889","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A corporation<\/span>’s board of directors<\/span> may restate its articles of incorporation<\/span> at any time with or without member<\/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. If the restatement includes a new amendment requiring member<\/span> approval, it shall be adopted and approved as provided in § 13.1-886<\/a>. If the restatement includes an amendment that does not require member<\/span> approval, it shall be adopted as provided in § 13.1-885<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the board of directors<\/span> submits a restatement for member<\/span> approval, the corporation<\/span> shall notify each member<\/span> entitled to vote of the proposed members<\/span>’ meeting in accordance with § 13.1-842<\/a>. The notice shall also state<\/span> that the purpose, or one of the purposes, of the meeting is to consider the proposed restatement and contain or be accompanied by a copy of the restatement that identifies any new amendment it would make in the articles. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/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 to the articles; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The text of the restated articles of incorporation<\/span> or amended and restated articles of incorporation<\/span>, as the case may be; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Information required by subdivision L 5 of § 13.1-804<\/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 to the articles, that the board of directors<\/span> adopted the restatement; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> If the restatement contains a new amendment to the articles not requiring member<\/span> approval, the information required by subdivision A 4 of § 13.1-888<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> If the restatement contains a new amendment to the articles requiring member<\/span> approval, the information required by subdivision A 5 of § 13.1-888<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/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> or amended and restated articles of incorporation<\/span> supersede the original articles of incorporation<\/span> and all amendments to them. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/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 13.1-889)\n\nA. A corporation’s board of directors may restate its articles of\nincorporation at any time with or without member approval.\n\nB. The restatement may include one or more new amendments to the articles. If\nthe restatement includes a new amendment requiring member approval, it shall be\nadopted and approved as provided in § 13.1-886. If the restatement includes\nan amendment that does not require member approval, it shall be adopted as\nprovided in § 13.1-885.\n\nC. If the board of directors submits a restatement for member approval, the\ncorporation shall notify each member entitled to vote of the proposed\nmembers’ meeting in accordance with § 13.1-842. The notice shall also\nstate that the purpose, or one of the purposes, of the meeting is to consider\nthe proposed restatement and contain or be accompanied by a copy of the\nrestatement that identifies any new amendment it would make in the articles.\n\nD. 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 to the articles;\n\n 3. The text of the restated articles of incorporation or amended and restated\n articles of incorporation, as the case may be;\n\n 4. Information required by subdivision L 5 of § 13.1-804;\n\n 5. The date of the restatement’s adoption;\n\n 6. If the restatement does not contain a new amendment to the articles, that\n the board of directors adopted the restatement;\n\n 7. If the restatement contains a new amendment to the articles not requiring\n member approval, the information required by subdivision A 4 of §\n 13.1-888; and\n\n 8. If the restatement contains a new amendment to the articles requiring\n member approval, the information required by subdivision A 5 of §\n 13.1-888.\n\nE. 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 or amended and restated articles of\nincorporation supersede the original articles of incorporation and all\namendments to them.\n\nF. 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. 607; 2007, c. 925.","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}}