                                 CODE OF VIRGINIA

HEARING AND FINALITY OF COMMISSION ACTION; INJUNCTIONS (§ 13.1-614)

A. The Commission shall have no power to grant a hearing with respect to any
certificate issued by the Commission with respect to any articles filed with the
Commission except on a petition by a shareholder filed with the Commission and
delivered to the corporation within 30 days after the effective date of the
certificate, in which the shareholder asserts that the certification of
corporate action contained in the articles contains a misstatement of a material
fact as to compliance with statutory requirements, specifying the particulars
thereof. After hearing, on notice in writing to the corporation and the
shareholder, the Commission shall determine the issues and revoke or refuse to
revoke its order accordingly.

B. No court in or outside of the Commonwealth shall have jurisdiction to enjoin
or delay the holding of any meeting of directors or shareholders for the purpose
of authorizing or consummating any amendment, correction, merger, share
exchange, domestication, conversion, dissolution, or termination of corporate
existence or the execution or filing with the Commission of any articles or
other documents for such purpose, except pursuant to subsection C of &#xA7;
13.1-661 or for fraud. No court in or outside of the Commonwealth, except the
Supreme Court by way of appeal as authorized by law, shall have jurisdiction to
review, reverse, correct, or annul any action of the Commission, within the
scope of its authority, with regard to any articles, certificate, order,
objection, or petition, or to suspend or delay the execution or operation
thereof, or to enjoin, restrain, or interfere with the Commission in the
performance of its official duties.

C. Notwithstanding any provision of subsection A to the contrary, the Commission
shall have the power to act upon articles of correction filed by the corporation
pursuant to &#xA7; 13.1-607 or upon a petition filed by a corporation at any
time to correct Commission records so as to eliminate the effects of clerical
errors and of filings made by a person or persons without authority to act for
the corporation, or on the Commission&#8217;s own motion to correct Commission
records so as to eliminate the effects of clerical errors committed by its
staff.

HISTORY: Code 1950, § 13.1-125; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2005,
c. 765; 2008, c. 91; 2010, c. 782; 2015, c. 623; 2019, c. 734; 2023, cc. 529,
530.