                                 CODE OF VIRGINIA

EFFECT OF AMENDMENT OF ARTICLES OF INCORPORATION (§ 13.1-713)

A. An amendment of the articles of incorporation does not affect a cause of
action existing against or in favor of the corporation, a proceeding to which
the corporation is a party, or the existing rights of persons other than the
shareholders of the corporation. An amendment changing a corporation&#8217;s
name does not affect a proceeding brought by or against the corporation in its
former name.

B. A shareholder who becomes subject to new interest holder liability in respect
of the corporation as a result of an amendment of the articles of incorporation
shall have that new interest holder liability only in respect of interest holder
liabilities that arise after the amendment becomes effective.

C. Except as otherwise provided in the articles of incorporation, the interest
holder liability of a shareholder who had interest holder liability in respect
of the corporation before the amendment becomes effective and has new interest
holder liability after the amendment becomes effective shall be as follows:

   1. The amendment does not discharge that prior interest holder liability with
   respect to any interest holder liabilities that arose before the amendment
   becomes effective.

   2. The provisions of the articles of incorporation relating to interest holder
   liability as in effect immediately prior to the amendment shall continue to
   apply to the collection or discharge of any interest holder liabilities
   preserved by subdivision 1, as if the amendment had not occurred.

   3. The shareholder shall have such rights of contribution from other persons
   as are provided by the articles of incorporation relating to interest holder
   liability as in effect immediately prior to the amendment with respect to any
   interest holder liabilities preserved by subdivision 1, as if the amendment
   had not occurred.

   4. The shareholder shall not, by reason of such prior interest holder
   liability, have interest holder liability with respect to any interest holder
   liabilities that arise after the amendment becomes effective.

D. As used in this section, &#8220;new interest holder liability&#8221; has the
same meaning as provided in &#xA7; 13.1-707.

HISTORY: Code 1950, § 13.1-60; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2019,
c. 734.