                                 CODE OF VIRGINIA

ARTICLES OF AMENDMENT (§ 13.1-710)

A. After an amendment of the articles of incorporation has been adopted and
approved as required by this chapter, the corporation shall deliver to the
Commission for filing articles of amendment that shall set forth:

   1. The name of the corporation;

   2. The text of each amendment adopted or the information required by
   subdivision L 5 of &#xA7; 13.1-604;

   3. If an amendment provides for an exchange, reclassification, or cancellation
   of issued shares, provisions for implementing the amendment if not contained
   in the amendment itself, which provisions may be made dependent upon facts
   objectively ascertainable outside the articles of amendment in accordance with
   subsection L of &#xA7; 13.1-604;

   4. The date of each amendment&#8217;s adoption or approval;

   5. If an amendment (i) was adopted by the board of directors or the
   incorporators without shareholder approval, a statement that the amendment was
   duly adopted by the board of directors or by a majority of the incorporators,
   as the case may be, including the reason that shareholder and, if applicable,
   board of directors&#8217; approval was not required; (ii) was approved by the
   shareholders, either a statement that the amendment was adopted by unanimous
   consent of the shareholders, or a statement that the amendment was adopted by
   the board of directors, was submitted to the shareholders in accordance with
   this article, and was duly approved by the shareholders in the manner required
   by this chapter and by the articles of incorporation; or (iii) is being filed
   pursuant to subdivision L 5 of &#xA7; 13.1-604, a statement to that effect.

B. 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, §§ 13.1-58, 13.1-59; 1956, c. 428; 1958, c. 564; 1975, c.
500; 1985, c. 522; 2002, c. 497; 2005, c. 765; 2015, c. 623; 2019, c. 734; 2021,
Sp. Sess. I, c. 487.