                                 CODE OF VIRGINIA

CORPORATION&#8217;S ACQUISITION OF ITS OWN SHARES (§ 13.1-652)

A. A corporation may acquire its own shares, and shares so acquired constitute
authorized but unissued shares of the same class, if any, but undesignated as to
series.

B. If the articles of incorporation prohibit the reissuance of acquired shares
or if the board of directors has authorized the reduction in the number of
authorized shares by the number of shares acquired, the number of authorized
shares shall be reduced by the number of shares acquired effective when the
certificate of amendment is effective. The corporation shall deliver to the
Commission for filing articles of amendment that shall set forth:

   1. The name of the corporation;

   2. The reduction in the number of authorized shares, itemized by class and
   series;

   3. The total number of authorized shares, itemized by class and series,
   remaining after reduction of the shares; and

   4. A statement that the reduction in the number of authorized shares was
   required by the articles of incorporation or was adopted by the board of
   directors without shareholder approval pursuant to this section, with the date
   of adoption.

C. The articles of amendment may be adopted by the board of directors without
shareholder action.

D. If the Commission finds that the articles of amendment comply with the
requirements of law and that all required fees have been paid, it shall issue a
certificate of amendment.

HISTORY: Code 1950, §§ 13.1-65, 13.1-66; 1956, c. 428; 1958, c. 564; 1985, c.
522; 2005, c. 765; 2019, c. 734; 2020, c. 1226.