                                 CODE OF VIRGINIA

FILING REQUIREMENTS (§ 13.1-604)

A. A document shall satisfy the requirements of this section, and of any other
section that adds to or varies these requirements, to be entitled to be filed
with the Commission.

B. To be entitled to be filed with the Commission, this chapter shall require or
permit the document to be filed with the Commission.

C. The document shall contain the information required by this chapter and may
contain other information as well.

D. The document shall be typewritten or printed or, if electronically
transmitted, shall be in a format that can be retrieved or reproduced in
typewritten or printed form. The typewritten or printed portion shall be in
black. Photocopies, or other reproduced copies, of typewritten or printed
documents may be filed. In every case, information in the document shall be
legible and the document shall be capable of being reformatted and reproduced in
copies of archival quality.

E. The document shall be in the English language. A corporate name need not be
in English if written in English letters or Arabic or Roman numerals. The
articles of incorporation, duly authenticated by the official having custody of
corporate records in the jurisdiction of formation of the foreign corporation,
that are required of foreign corporations need not be in English if accompanied
by a reasonably authenticated English translation.

F. The document shall be signed in the name of the domestic or foreign
corporation:

   1. By the chairman or any vice-chairman of the board of directors, the
   president, or any other of its officers;

   2. If directors have not been selected or the corporation has not been formed,
   by an incorporator; or

   3. If the corporation is in the hands of a receiver, trustee, or other
   court-appointed fiduciary, by that fiduciary.

G. Any annual report required to be filed by &#xA7; 13.1-775 shall be signed in
the name of the corporation by an officer, director, or other person authorized
by the corporation to sign the annual report, or, if the corporation is in the
hands of a receiver, trustee, or other court-appointed fiduciary, by that
fiduciary.

H. The person executing the document shall sign it and state beneath or opposite
his signature his name and the capacity in which the document is signed. The
document may but need not contain a corporate seal, attestation, acknowledgment,
or verification.

I. If, pursuant to any provision of this chapter, the Commission has prescribed
a mandatory form for the document, the document shall be in or on the prescribed
form.

J. The document shall be delivered to the Commission for filing and shall be
accompanied by the correct filing fee, and any franchise tax, charter or
entrance fee, registration fee, or penalty required by this chapter to be paid
at the time of delivery for filing.

K. The Commission may accept the electronic transmission of any document or
other information required or permitted to be filed by this chapter and may
prescribe the methods of execution, recording, reproduction and certification of
electronically transmitted information pursuant to &#xA7; 59.1-496.

L. Whenever a provision of this chapter permits any of the terms of a plan or a
filed document to be dependent on facts objectively ascertainable outside the
plan or filed document, the following provisions apply:

   1. The plan or filed document shall specify the nationally recognized news or
   information medium in which the facts can be found or otherwise state the
   manner in which the facts can be objectively ascertained. The manner in which
   the facts will operate upon the terms of the plan or filed document shall be
   set forth in the plan or filed document.

   2. The facts may include:
   				a. Any of the following that is available in a nationally recognized news
   or information medium either in print or electronically: statistical or market
   indices, market prices of any security or group of securities, interest rates,
   currency exchange rates, or similar economic or financial data;
   				b. A determination or action by any person or body, including the
   corporation or any other party to a plan or filed document; or
   				c. The terms of, or actions taken under, an agreement to which the
   corporation is a party, or any other agreement or document.

   3. As used in this subsection:
   				a. &#8220;Filed document&#8221; means a document filed with the Commission
   under &#xA7; 13.1-619 or Article 11 (&#xA7; 13.1-705 et seq.), 12 (&#xA7;
   13.1-715.1 et seq.), 12.1 (&#xA7; 13.1-722.1:1 et seq.), 12.2 (&#xA7;
   13.1-722.8 et seq.), 16 (&#xA7; 13.1-742 et seq.), or 22 (&#xA7; 13.1-782 et
   seq.); and
   				b. &#8220;Plan&#8221; means a plan of domestication, conversion, merger,
   or share exchange.

   4. The following terms of a plan or filed document may not be made dependent
   on facts outside the plan or filed document:
   				a. The name and address of any person required in a filed document;
   				b. A purpose that is required to be set forth in a filed document;
   				c. The registered office address of any entity required in a filed
   document;
   				d. The name or qualification of the registered agent of any entity
   required in a filed document;
   				e. The number of authorized shares and the designation of each class or
   series of shares;
   				f. The effective date of a filed document; and
   				g. Any required statement in a filed document of the date on which the
   underlying transaction was approved or the manner in which that approval was
   given.

   5. If a term of a filed document is made dependent on a fact objectively
   ascertainable outside of the filed document, and that fact is not objectively
   ascertainable by reference to a source described in subdivision 2 a or a
   document that is a matter of public record, nor has notice of the fact been
   given by the corporation to the affected shareholders, then the corporation
   shall file with the Commission articles of amendment setting forth the fact
   promptly after the time when the fact referred to is first ascertainable or
   thereafter changes. Articles of amendment under this subdivision are deemed to
   be authorized by the authorization of the original filed document or plan to
   which they relate and may be filed by the corporation without further action
   by the board of directors or the shareholders.

   6. The provisions of subdivisions 1, 2, and 5 shall not be considered by the
   Commission in deciding whether the terms of a plan or filed document comply
   with the requirements of law.

HISTORY: 1985, c. 522; 1986, c. 231; 1995, c. 70; 2000, c. 995; 2005, c. 765;
2010, c. 782; 2015, c. 623; 2019, c. 734; 2020, c. 1226; 2023, cc. 529, 530;
2024, c. 137.