                                 CODE OF VIRGINIA

ABANDONMENT OF AMENDMENT OR RESTATEMENT OF ARTICLES OF INCORPORATION (§
13.1-712.1)

A. After an amendment or restatement of the articles of incorporation has been
adopted and approved as required by this article, and at any time before the
certificate of amendment or restatement has become effective, the amendment or
restatement of the articles of incorporation may be abandoned by the corporation
without action by its shareholders in the manner determined by the board of
directors.

B. If articles of amendment or restatement of the articles of incorporation are
abandoned after they have been filed with the Commission but before the
certificate of amendment or restatement of the articles of incorporation has
become effective, a statement of abandonment shall be signed by the corporation
and delivered to the Commission for filing prior to the effective time and date
of the certificate of amendment or restatement of the articles of incorporation.
If the Commission finds that the statement of abandonment complies with the
requirements of law, it shall issue a certificate of abandonment, effective as
of the date and time the statement of abandonment was received by the
Commission, and the amendment or restatement of the articles of incorporation
shall be deemed abandoned and shall not become effective.

C. The statement of abandonment shall contain:

   1. The name of the corporation;

   2. The date on which the articles of amendment or restatement of the articles
   of incorporation were filed with the Commission;

   3. The date and time on which the Commission&#8217;s certificate of amendment
   or restatement becomes effective; and

   4. A statement that the amendment or restatement of the articles of
   incorporation is being abandoned in accordance with this section.

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