                                 CODE OF VIRGINIA

DEFECTIVE CORPORATE ACTIONS (§ 13.1-614.2)

A. A defective corporate action shall not be void or voidable if ratified in
accordance with &#xA7; 13.1-614.3 or validated in accordance with &#xA7;
13.1-614.8.

B. Ratification under &#xA7; 13.1-614.3 or validation under &#xA7; 13.1-614.8
shall not be deemed to be the exclusive means of ratifying or validating any
defective corporate action, and the absence or failure of ratification in
accordance with this article shall not, of itself, affect the validity or
effectiveness of any corporate action properly ratified under this chapter,
common law, or otherwise, nor shall it create a presumption that any such
corporate action is or was a defective corporate action or void or voidable.

C. In the case of an over-issuance of shares, putative shares shall be valid
shares effective as of the date originally issued or purportedly issued upon:

   1. The effectiveness under this article and under Article 11 (&#xA7; 13.1-705
   et seq.) of an amendment of the articles of incorporation authorizing,
   designating, or creating such shares; or

   2. The effectiveness of any other corporate action under this article
   ratifying the authorization, designation, or creation of such shares.

HISTORY: 2019, c. 734.