                                 CODE OF VIRGINIA

FILINGS (§ 13.1-614.7)

A. After a defective corporate action is ratified under this article for a
document required by this chapter to be filed with the Commission, the
corporation shall deliver to the Commission for filing:

   1. If a filing with the Commission was previously made with respect to such
   defective corporate action and the Commission issued with respect thereto a
   certificate, the articles of ratification, which may serve to amend or
   substitute for the filing previously made; or

   2. If no filing with the Commission was previously made with respect to such
   defective corporate action, the articles required by this chapter.

B. The document required by subsection A shall set forth:

   1. The defective corporate action that is the subject of the document,
   including, in the case of any defective corporate action involving the
   issuance of putative shares, the number and type of putative shares issued and
   the date or dates upon which such putative shares were purported to have been
   issued;

   2. The date of the defective corporate action;

   3. The nature of the failure of authorization in respect of the defective
   corporate action;

   4. A statement that the defective corporate action was ratified in accordance
   with &#xA7; 13.1-614.3, including the date on which the board of directors
   ratified such defective corporate action and the date, if any, on which the
   shareholders approved the ratification of such defective corporate action; and

   5. The information required by subsection C.

C. The document required by subsection A shall also contain the following
information:

   1. If a filing with the Commission was previously made in respect of the
   defective corporate action and no changes to such filing are required to give
   effect to the ratification of such defective corporate action in accordance
   with &#xA7; 13.1-614.3, the filed document shall set forth (i) the name, title
   and filing date of the filing previously made and any articles of correction
   to that filing and (ii) a statement that a copy of the filing previously made,
   together with any articles of correction to that filing, is attached as an
   exhibit;

   2. If a filing with the Commission was previously made in respect of the
   defective corporate action and such filing requires any change to give effect
   to the ratification of such defective corporate action in accordance with
   &#xA7; 13.1-614.3, the document shall set forth (i) the name, title, and
   filing date of the filing previously made and any articles of correction to
   that filing, (ii) a statement that a filing containing all of the information
   required to be included under the applicable section or sections of this
   chapter to give effect to such defective corporate action is attached as an
   exhibit, and (iii) the date and time that the document is deemed to have
   become effective; or

   3. If a filing with the Commission was not previously made in respect of the
   defective corporate action and the defective corporate action ratified under
   &#xA7; 13.1-614.3 would have required a filing under any other section of this
   chapter, the document shall set forth (i) all of the information required to
   be included under the applicable section or sections of this chapter to give
   effect to such defective corporate action and (ii) the date and time that the
   document is deemed to have become effective.

D. If the Commission finds that the document required by subsection A complies
with the requirements of law and that all required fees have been paid, it shall
issue a certificate of ratification of defective corporate action or the
certificate required by this chapter for the articles that were filed.

HISTORY: 2019, c. 734; 2020, c. 1226.