{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/6.2-105.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/6.2-105.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/6.2-105.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/6.2-105.html"}],"law_id":82192,"edition_id":1,"section_id":82192,"structure_id":13256,"section_number":"6.2-105","catch_line":"Reclassification or conversion of banking institution shares","history":"2009, cc. 253, 356, \u00a7 6.1-2.7:1; 2010, c. 794.","full_text":"A\n\nAs used in this section, unless the context requires otherwise:\n\t\t\t“Banking institution” means a corporation that is organized under the Virginia Stock Corporation Act (§ 13.1-601 et seq.) and that is a (i) bank, (ii) savings institution, (iii) bank holding company as defined in 12 U.S.C. § 1841 or § 6.2-800, (iv) savings and loan holding company, or (v) multiple or diversified savings and loan holding company as defined in 12 U.S.C. § 1467a.\n\t\t\t“Issuer” means a banking institution required to file periodic reports under § 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d)).B\n\nA banking institution may adopt an amendment to its articles of incorporation to reclassify or convert a portion of its issued and outstanding shares of common stock into a class or series of preferred stock for the purpose of ceasing to be, or avoiding the status of, an issuer, provided (i) such reclassification or conversion is authorized by the banking institution’s original or amended articles of incorporation and (ii) the reclassified or converted shares continue to be a part of the equity capital of the corporation.C\n\nA reclassification or conversion of shares pursuant to this section shall not be subject to the provisions of Article 15 (\u00a7 13.1-729 et seq.) of the Virginia Stock Corporation Act, notwithstanding that such shares are being reclassified or converted and other shares of the same class or series are not being reclassified or converted, if:1\n\nThe board of directors of the banking institution has recommended to the shareholders approval of the amendment to reclassify or convert such shares;2\n\nThe shareholders of the corporation approve the amendment;3\n\nAll affected shares are reclassified or converted on the same terms; and4\n\nArticles of amendment are filed in accordance with § 13.1-710.","order_by":null,"text":{"0":{"id":294578,"text":"As used in this section, unless the context requires otherwise:\n\t\t\t“Banking institution” means a corporation that is organized under the Virginia Stock Corporation Act (§ 13.1-601 et seq.) and that is a (i) bank, (ii) savings institution, (iii) bank holding company as defined in 12 U.S.C. § 1841 or § 6.2-800, (iv) savings and loan holding company, or (v) multiple or diversified savings and loan holding company as defined in 12 U.S.C. § 1467a.\n\t\t\t“Issuer” means a banking institution required to file periodic reports under § 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d)).","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":294579,"text":"A banking institution may adopt an amendment to its articles of incorporation to reclassify or convert a portion of its issued and outstanding shares of common stock into a class or series of preferred stock for the purpose of ceasing to be, or avoiding the status of, an issuer, provided (i) such reclassification or conversion is authorized by the banking institution’s original or amended articles of incorporation and (ii) the reclassified or converted shares continue to be a part of the equity capital of the corporation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":294580,"text":"A reclassification or conversion of shares pursuant to this section shall not be subject to the provisions of Article 15 (\u00a7 13.1-729 et seq.) of the Virginia Stock Corporation Act, notwithstanding that such shares are being reclassified or converted and other shares of the same class or series are not being reclassified or converted, if:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":294581,"text":"The board of directors of the banking institution has recommended to the shareholders approval of the amendment to reclassify or convert such shares;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":294582,"text":"The shareholders of the corporation approve the amendment;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":294583,"text":"All affected shares are reclassified or converted on the same terms; and","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":294584,"text":"Articles of amendment are filed in accordance with § 13.1-710.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3"}},"ancestry":[{"id":13256,"edition_id":1,"name":"General Provisions","identifier":"2","label":"article","depth":4,"order_by":1,"parent_id":13255,"metadata":{},"date_created":"2026-06-26 03:44:31","date_modified":"2026-06-26 03:44:31","permalink":{"id":263261,"object_type":"structure","relational_id":13256,"identifier":"2","token":"6.2\/I\/1\/2","url":"\/6.2\/I\/1\/2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13255,"edition_id":1,"name":"Definitions and General Provisions","identifier":"1","label":"chapter","depth":3,"order_by":1,"parent_id":12853,"metadata":{},"date_created":"2026-06-26 03:44:31","date_modified":"2026-06-26 03:44:31","permalink":{"id":263253,"object_type":"structure","relational_id":13255,"identifier":"1","token":"6.2\/I\/1","url":"\/6.2\/I\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12853,"edition_id":1,"name":"General Provisions","identifier":"I","label":"subtitle","depth":2,"order_by":1,"parent_id":12852,"metadata":{},"date_created":"2026-06-26 03:43:56","date_modified":"2026-06-26 03:43:56","permalink":{"id":263251,"object_type":"structure","relational_id":12853,"identifier":"I","token":"6.2\/I","url":"\/6.2\/I\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12852,"edition_id":1,"name":"Financial Institutions and Services","identifier":"6.2","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:56","date_modified":"2026-06-26 03:43:56","permalink":{"id":263249,"object_type":"structure","relational_id":12852,"identifier":"6.2","token":"6.2","url":"\/6.2\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":71836,"structure_id":13256,"section_number":"6.2-101","catch_line":"Confidentiality of information","url":"\/6.2-101\/","token":"6.2\/I\/1\/2\/6.2-101","metadata":false},{"id":77769,"structure_id":13256,"section_number":"6.2-101.1","catch_line":"Certified mail; subsequent mail or notices may be sent by regular mail","url":"\/6.2-101.1\/","token":"6.2\/I\/1\/2\/6.2-101.1","metadata":false},{"id":81788,"structure_id":13256,"section_number":"6.2-102","catch_line":"Use of funds collected under this title","url":"\/6.2-102\/","token":"6.2\/I\/1\/2\/6.2-102","metadata":false},{"id":80728,"structure_id":13256,"section_number":"6.2-103","catch_line":"Financial institutions to furnish certain information to fiduciaries","url":"\/6.2-103\/","token":"6.2\/I\/1\/2\/6.2-103","metadata":false},{"id":74776,"structure_id":13256,"section_number":"6.2-103.1","catch_line":"Financial institutions to furnish certain information as part of adult protective services investigation","url":"\/6.2-103.1\/","token":"6.2\/I\/1\/2\/6.2-103.1","metadata":false},{"id":87476,"structure_id":13256,"section_number":"6.2-103.2","catch_line":"Reporting financial exploitation of elderly or vulnerable adults","url":"\/6.2-103.2\/","token":"6.2\/I\/1\/2\/6.2-103.2","metadata":false},{"id":55928,"structure_id":13256,"section_number":"6.2-104","catch_line":"Directors to serve only one institution","url":"\/6.2-104\/","token":"6.2\/I\/1\/2\/6.2-104","metadata":false},{"id":82192,"structure_id":13256,"section_number":"6.2-105","catch_line":"Reclassification or conversion of banking institution shares","url":"\/6.2-105\/","token":"6.2\/I\/1\/2\/6.2-105","metadata":false},{"id":59825,"structure_id":13256,"section_number":"6.2-106","catch_line":"Payment of civil penalties","url":"\/6.2-106\/","token":"6.2\/I\/1\/2\/6.2-106","metadata":false},{"id":54254,"structure_id":13256,"section_number":"6.2-107","catch_line":"Effect of contract provision requiring amendment or waiver to be in writing","url":"\/6.2-107\/","token":"6.2\/I\/1\/2\/6.2-107","metadata":false},{"id":81088,"structure_id":13256,"section_number":"6.2-107.1","catch_line":"Certain payments required electronically","url":"\/6.2-107.1\/","token":"6.2\/I\/1\/2\/6.2-107.1","metadata":false}],"previous_section":{"id":55928,"structure_id":13256,"section_number":"6.2-104","catch_line":"Directors to serve only one institution","url":"\/6.2-104\/","token":"6.2\/I\/1\/2\/6.2-104","metadata":false},"next_section":{"id":59825,"structure_id":13256,"section_number":"6.2-106","catch_line":"Payment of civil penalties","url":"\/6.2-106\/","token":"6.2\/I\/1\/2\/6.2-106","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/6.2-105\/","history_text":"

This law was first created in 2009. The record of its establishment is cataloged in chapters 253<\/a> and 356<\/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 2010, chapter 794<\/a>.<\/p>","references":false,"refers_to":[{"id":62759,"section_number":"13.1-601","catch_line":"Short title","order_by":null,"url":"\/13.1-601\/"},{"id":55110,"section_number":"13.1-710","catch_line":"Articles of amendment","order_by":null,"url":"\/13.1-710\/"},{"id":77282,"section_number":"13.1-729","catch_line":"Definitions","order_by":null,"url":"\/13.1-729\/"},{"id":86656,"section_number":"6.2-800","catch_line":"Definitions","order_by":null,"url":"\/6.2-800\/"}],"permalink":{"id":263291,"object_type":"law","relational_id":82192,"identifier":"6.2-105","token":"6.2\/I\/1\/2\/6.2-105","url":"\/6.2-105\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/6.2-105\/","token":"6.2\/I\/1\/2\/6.2-105","dublin_core":{"Title":"Reclassification or conversion of banking institution shares","Type":"Text","Format":"text\/html","Identifier":"\u00a7 6.2-105","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> As used in this section, unless the context requires otherwise:\n\t\t\t“Banking institution<\/span>” means a corporation that is organized under the Virginia Stock Corporation Act (§ 13.1-601<\/a> et seq.) and that is a (i) bank, (ii) savings institution, (iii) bank holding company as defined in 12 U.S.C. § 1841 or § 6.2-800<\/a>, (iv) savings and loan holding company, or (v) multiple or diversified savings and loan holding company as defined in 12 U.S.C. § 1467a.\n\t\t\t“Issuer<\/span>” means a banking institution<\/span> required to file periodic reports under § 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d)). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A banking institution<\/span> may adopt an amendment to its articles of incorporation to reclassify or convert a portion of its issued and outstanding shares of common stock into a class or series of preferred stock for the purpose of ceasing to be, or avoiding the status of, an issuer<\/span>, provided (i) such reclassification or conversion is authorized by the banking institution<\/span>’s original or amended articles of incorporation and (ii) the reclassified or converted shares continue to be a part of the equity<\/span> capital of the corporation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A reclassification or conversion of shares pursuant to this section shall not be subject to the provisions of Article 15 (\u00a7 13.1-729<\/a> et seq.) of the Virginia Stock Corporation Act, notwithstanding that such shares are being reclassified or converted and other shares of the same class or series are not being reclassified or converted, if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The board of directors of the banking institution<\/span> has recommended to the shareholders approval of the amendment to reclassify or convert such shares; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The shareholders of the corporation approve the amendment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> All affected shares are reclassified or converted on the same terms; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Articles of amendment are filed in accordance with § 13.1-710<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nRECLASSIFICATION OR CONVERSION OF BANKING INSTITUTION SHARES (\u00a7 6.2-105)\n\nA. As used in this section, unless the context requires otherwise:\n\t\t\t“Banking institution” means a corporation that is organized under\nthe Virginia Stock Corporation Act (§ 13.1-601 et seq.) and that is a (i)\nbank, (ii) savings institution, (iii) bank holding company as defined in 12\nU.S.C. § 1841 or § 6.2-800, (iv) savings and loan holding company, or\n(v) multiple or diversified savings and loan holding company as defined in 12\nU.S.C. § 1467a.\n\t\t\t“Issuer” means a banking institution required to file periodic\nreports under § 13(a) or 15(d) of the Securities Exchange Act of 1934 (15\nU.S.C. § 78m or 78o(d)).\n\nB. A banking institution may adopt an amendment to its articles of incorporation\nto reclassify or convert a portion of its issued and outstanding shares of\ncommon stock into a class or series of preferred stock for the purpose of\nceasing to be, or avoiding the status of, an issuer, provided (i) such\nreclassification or conversion is authorized by the banking institution’s\noriginal or amended articles of incorporation and (ii) the reclassified or\nconverted shares continue to be a part of the equity capital of the corporation.\n\nC. A reclassification or conversion of shares pursuant to this section shall not\nbe subject to the provisions of Article 15 (\u00a7 13.1-729 et seq.) of the Virginia\nStock Corporation Act, notwithstanding that such shares are being reclassified\nor converted and other shares of the same class or series are not being\nreclassified or converted, if:\n\n 1. The board of directors of the banking institution has recommended to the\n shareholders approval of the amendment to reclassify or convert such shares;\n\n 2. The shareholders of the corporation approve the amendment;\n\n 3. All affected shares are reclassified or converted on the same terms; and\n\n 4. Articles of amendment are filed in accordance with § 13.1-710.\n\nHISTORY: 2009, cc. 253, 356, \u00a7 6.1-2.7:1; 2010, c. 794.","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}}