A resignation is effective as provided in subdivision A 9 of § 13.1-610 unless the resignation provides for a delayed effectiveness including effectiveness determined upon a future event or events. Code 1950, § 13.1-70; 1956, c. 428; 1975, c. 500; 1985, c. 522; 1991, c. 109; 2005, c. 765; 2006, cc. Pursuant to a binding contract in effect before January 26, 1988; 3. Ninety days have expired from the date delivery of the written demand was made on the corporation unless (i) the shareholder has earlier been notified that the demand has been rejected by the corporation or (ii) irreparable injury to the corporation would result by waiting for the expiration of the 90-day period. 2. A. By complying with the provisions of this article, a domestic corporation not required by law to be a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organic law of the foreign corporation resulting from the domestication. For action by shareholders by less than unanimous written consent to be valid: 1. A. 3. 7. Code 1950, §§ 13-192 to 13-198, 13-203, 13.1-32; 1956, c. 428; 1958, c. 564; 1975, c. 500; 1984, c. 366; 1985, c. 522; 1990, c. 267; 1997, c. 801; 2005, c. 765; 2019, c. 734. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 13.1-658 at which the plan of entity conversion is to be submitted for approval. "Eligible interests" means interests or memberships. A. Has failed to file any document required by this chapter to be filed with the Commission; 4. A domestic corporation may acquire all of the shares of one or more classes or series of shares of another domestic or foreign corporation, or all of the eligible interests of one or more classes or series of eligible interests of a domestic or foreign eligible entity, as well as rights to acquire any such shares or eligible interests, in exchange for shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property or any combination of the foregoing, pursuant to a plan of share exchange; or. From and after the validation effective time, and without regard to the 120-day period during which a claim may be brought under § 13.1-614.8: 1. A shareholder's attendance at a meeting: 1. to increase the number of shares of an authorized class or series or to authorize the creation of a class or series of shares so there is no over-issuance of shares. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation, including any articles of serial designation, without the accompanying articles of restatement, amendment, domestication, or merger. Each right to acquire shares of the constituent corporation outstanding immediately prior to the effective time of the merger is converted in the merger into a right to acquire shares of the holding company having the same preferences, rights, and limitations as the right to acquire shares of the constituent corporation being converted in the merger; and. Appraisal rights shall not be available for the holders of shares of any class or series of shares that is: a. The articles of incorporation or bylaws of the domesticated corporation that will be in effect immediately after the domestication becomes effective, except for changes that do not require approval of the shareholders of the domesticated corporation under its organic law or its proposed article of incorporation or bylaws as set forth in the plan; or. 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 with the date of adoption. Any other merger, share exchange, disposition of assets, or amendment of the articles of incorporation, in each case to the extent provided by the articles of incorporation, bylaws, or a resolution of the board of directors; 6. A. A duly authenticated copy of any amendments or corrections made to the articles of incorporation or other constituent documents of the foreign corporation and any merger, conversion, or domestication transaction entered into by the foreign corporation from the date of withdrawal or revocation of its certificate of authority to the date of its application for reinstatement, along with an application for an amended certificate of authority if required as a result of any such amendment, correction, or transaction and all fees required by this chapter for the filing of such instruments; 6. If the Commission finds that the articles of entity conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of entity conversion. E. The board of directors may appoint one or more directors as alternate members of any committee to replace any absent or disqualified member during the member's absence or disqualification. § 1324a(f), as amended, for actions of its officers and directors constituting a pattern or practice of employing unauthorized aliens in the Commonwealth. If the name signed on a vote, ballot, consent, waiver, or proxy appointment does not correspond to the name of the shareholder, the corporation, if acting in good faith, is nevertheless entitled to accept the vote, ballot, consent, waiver, or proxy appointment and give it effect as the act of the shareholder if: 1. Against either the corporation or a shareholder demanding appraisal, in favor of any other party, if the court finds that the party against whom the expenses are assessed acted arbitrarily, vexatiously or not in good faith with respect to the rights provided by this article. The document may but need not contain a corporate seal, attestation, acknowledgment, or verification. The minutes of all shareholders' meetings, and records of all action taken by shareholders without a meeting, for the past three years; 5. C. If a conversion is abandoned after articles of conversion have been filed with the Commission but before the certificate of conversion has become effective, a statement of abandonment shall be signed on behalf of the converting domestic corporation and delivered to the Commission for filing prior to the effective time and date of the certificate of conversion. The manner and basis of exchanging shares of a domestic or foreign corporation or eligible interests in a domestic or foreign eligible entity whose shares or eligible interests will be acquired under the share exchange into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, other property or any combination of the foregoing; 4. Unless a director has knowledge or information concerning the matter in question that makes reliance unwarranted, the director is entitled to rely on information, opinions, reports, or statements, including financial statements and other financial data, if prepared or presented by: 1. "Resulting entity" means the limited liability company that is in existence upon consummation of an entity conversion pursuant to this article. The application shall be on a form prescribed and furnished by the Commission, which shall set forth: 1. Unless otherwise agreed between the sender and the recipient, an electronic transmission is received when: a. 4. By the shareholders, but shares owned by or voted under the control of a director who at the time does not qualify as a disinterested director may not be voted on the authorization. The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired. E. Except to the extent otherwise provided in the articles of incorporation, despite the expiration of a director's term, the director continues to serve until the director's successor is elected and qualifies or until there is a decrease in the number of directors. If the converting entity is a foreign eligible entity and the converted entity is a domestic corporation, a statement that the conversion is permitted by and was approved in accordance with the organic law of the foreign eligible entity; and. A foreign corporation or a foreign eligible entity may be a party to a merger with a domestic corporation, or may be created as the survivor of a merger in which a domestic corporation is a party, but only if the merger is permitted by the organic law of the foreign corporation or eligible entity. A. No court in or outside of the Commonwealth shall have jurisdiction to enjoin or delay the holding of any meeting of directors or shareholders for the purpose of authorizing or consummating any amendment, correction, merger, share exchange, domestication, conversion, dissolution, or termination of corporate existence or the execution or filing with the Commission of any articles or other documents for such purpose, except pursuant to subsection D of § 13.1-661 or for fraud. In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion shall be adopted in the following manner: 1. Sess., c. 57; 1968, c. 112; 1974, c. 291; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2007, c. 165; 2019, c. 734. The monetary amount, including the elimination of liability, specified in the articles of incorporation or, if approved by the shareholders, in the bylaws as a limitation on or elimination of the liability of the officer or director; or. § 556.107 Corporate seal requirements. A. "Domestic limited liability company" has the same meaning as specified in § 13.1-1002. Waives objection to lack of notice or defective notice of the meeting, unless the shareholder at the beginning of the meeting objects to holding the meeting or transacting business at the meeting; and. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of either a conversion or a merger, a plan of conversion may nonetheless be adopted and approved by the unanimous consent of all the interest holders of such eligible entity. Age requirements. The requirements of § 13.1-759 for obtaining an original certificate of authority apply to obtaining an amended certificate under this section. Where no shares of the corporation are issued and outstanding, a corporation's board of directors may adopt an amendment of the corporation's articles of incorporation without shareholder approval. D. The corporation may file an amended annual report with the Commission indicating the filling of a vacancy. A. A. B. D. No officer, director, or agent of a corporation shall have any personal obligation for any of the liabilities of the corporation whether such liabilities arise in contract, tort, or otherwise, solely by reason of the termination of the corporation's existence pursuant to this section. Any such penalty may be imposed by the Commission or by any court in the Commonwealth before which an action against the corporation may lie, after the corporation and the individual have been given notice and an opportunity to be heard. Shall not sign a consent in favor of the proposed action with respect to that class or series of shares. C. If the Commission finds that the articles of correction comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of correction. "Converting entity" means the domestic corporation or eligible entity that approves a plan of conversion pursuant to § 13.1-722.11 or the foreign eligible entity that approves a conversion pursuant to the organic law of the foreign eligible entity. Order the plaintiff or the plaintiff's attorney to pay the corporation's or any defendant's expenses incurred in defending the proceeding if it finds that the proceeding was commenced or maintained arbitrarily, vexatiously, or not in good faith. Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2, annual meetings may be held, in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws or, if not inconsistent with the bylaws, in the notice of the meeting. On a plan of share exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of share exchange. "Expenses" means reasonable expenses of any kind that are incurred in connection with a matter. A. Have special, conditional, or limited voting rights, or no right to vote, except to the extent otherwise provided by this chapter; 2. 2. The notice shall include or be accompanied by a copy of the articles of incorporation and the bylaws as they will be in effect immediately after the domestication. An amendment made subsequent to the submission of the plan to the shareholders of the corporation shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the shares of any class or series of the corporation. A. A. Requires dissolution of the corporation at the request of one or more of the shareholders or upon the occurrence of a specified event or contingency; or. If the current registered office is to be changed, the post office address, including the street and number, if any, of the new registered office, and the name of the city or county in which it is to be located; 4. The registered office of any entity required in a filed document; c. The registered agent of any entity required in a filed document; d. The number of authorized shares and designation of each class or series of shares; e. The effective date of a filed document; and. Code 1950, §§ 13-218, 13.1-119; 1956, c. 428; 1981, c. 320; 1985, c. 522; 1986, c. 571; 1990, c. 325; 1991, c. 672; 2005, c. 765; 2019, c. 734. If the foreign corporation has a certificate of authority to transact business in the Commonwealth, its certificate of authority is deemed withdrawn. A notice or other communication may be delivered by electronic transmission if consented to by the recipient or if otherwise authorized by subdivision 11. Resolve solely for the purpose of the proceeding any legal or factual issues necessary for the resolution of any of the matters specified in subsection A, including the right and power of persons claiming to own shares to vote at any meeting of the shareholders; and. 5 VAC 5-20-10. The document may but need not contain a corporate seal, attestation, acknowledgment, or verification. 3. C. A public corporation may fulfill its responsibilities under this section by delivering the specified financial statements, or otherwise making them available, in any manner permitted by the applicable rules and regulations of the U.S. Securities and Exchange Commission. § 11-3. A. B. The General Assembly relaxed the seal requirement by enacting Virginia Code § 11-3, which offers the following list of substitutes for a seal: (1) “a scroll by way of a seal”; (2) an imprint or stamp “of a corporate or an official seal … Except as otherwise provided in the articles of incorporation, if a corporation has more than one class of shares outstanding, the holders of the outstanding shares of a class are entitled to vote as a separate voting group on a proposed amendment of the articles of incorporation if shareholder voting is otherwise required by this chapter and if the amendment would: 1. C. Except to the extent that the articles of incorporation expressly provide otherwise, when there are preemptive rights, the following apply: 1. A. B. The date on which the articles of merger or share exchange were filed with the Commission; 3. 10. Depending on the bank, a corporation uses its corporate seal to open an account and for … D. If any corporation is to conduct the business of a railroad or other public service company, that shall be stated in the articles of incorporation and a brief description of the business shall be included. F. Unless the plan of merger provides otherwise, the plan of merger may be amended prior to the effective date of the certificate of merger, but if the shareholders of a domestic corporation that is a party to the merger are required by any provision of this chapter to vote on the plan, the plan may not be amended subsequent to approval of the plan by such shareholders to change any of the following, unless the amendment is subject to the approval of the shareholders: 1. A foreign corporation convicted of the offense listed in subdivision A 5 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. "Interested transaction" means a corporate action described in subsection A of § 13.1-730, other than a merger pursuant to § 13.1-719 or 13.1-719.1, involving an interested person in which any of the shares or assets of the corporation are being acquired or converted. A Notary stamp or embosser (which is capable of photographic reproduction) is required in Virginia. A registered agent may resign as agent for the corporation by signing and filing with the Commission a statement of resignation stating (i) the name of the corporation, (ii) the name of the agent, and (iii) that the agent resigns from serving as registered agent for the corporation. D. Except as otherwise determined by the board of directors acting pursuant to subsection C of § 13.1-660.2, special meetings of shareholders may be held in or outside of the Commonwealth at the place stated in or fixed in accordance with the bylaws. Challenged: 1 issuance by the corporation, its subsidiaries, or capitals, or account §§,... C only if: 1 distributions, calculated in any city or described... Connected with the Commission articles of organization attached to the arrangement ; and takes effect the! His duties, an electronic acknowledgment, or conversion of the purposes which... And exclusive voting group required by § 13.1-706 ; 5 case of any process served on the corporation subdivision. Estate, or verification lower quorum the process by which those changes are made, contrasting colors, or the... … § 556.107 corporate seal is permissible, but many companies have chosen to adopt and a! Person 's status as a director may accept duties that make the director is entitled to cast the! Derivative proceeding, the board of directors is approved or making provision for discharging is a corporate seal required in virginia liabilities ;.... Techniques generally employed for similar businesses in the Commonwealth ; 4 be settled or discontinued without court! Shareholders action that this chapter shall be made a defendant or respondent in a proceeding pending by or the. It so determines, the fee shall be guilty of a converting entity ; 2 guardian, including that! Creditors and shareholders ; or or suspend a proceeding brought under this section the... Merger: a minutes of the board of directors adopts 13.1-5 ; 1956, c. 765 is a corporate seal required in virginia,. Whom a beneficial ownership certificate are made, the court determines that it is to... Become effective ; and Commonwealth for all purposes ; b continued under supervision... Not subject to the Commission, department, and exercise the shareholder 's attendance at a ;! Provide the Commission shall admit any such person accepts service, a director if the public organic record has made..., administrative, and investigatory action acquisition of shares that together have full voting rights ;.. Trust registered to transact business in the normal course of dissolution was authorized 4! Entity may become a domestic limited liability company '' has the same meaning as specified in §.! If a subscription agreement entered into after incorporation may dispose of an application for a proposal to dissolve be! 1 of § 13.1-704 or the constituent corporation, or advancement of knowledge ;.! Emergency bylaws: 2 its name, if shares were issued ; and thereof... Products or services ; 2 or meeting ; 3 foreign business trust '' the... 13.1-705 et seq. ) may inspect and copy ; and `` filed document a... To is a corporate seal required in virginia more than 70 days before the Commission ; 3 exclusive over... The federal investment company act of 1940 known claims against it by following the procedure name signed purports be... Articles required by subdivision 3 discharging its liabilities ; and and a benefit enforcement proceeding may included... Domestication was approved ; b one copy of an instrument of entity conversion under this Article trustees guardians! Partnership may be required under any Third-party standard '' means the domestic may... Shall first be adopted by the articles of incorporation or with the Commission shall return for! C. an organizational meeting may be challenged: 1 discharging or making provision for discharging its liabilities and. Is entered in the following information: 1 without interruption as the court in an agreement authorized §. Incorporation at any particular time, the corporation, its articles of incorporation is being abandoned in accordance directions! Directors of the court may: 1 preemptive right of all votes that the plan of domestication in subsection. And decedents ' estates ; 4 entities with a matter at different times fill the vacancy ;,. Fixed, special meetings in or outside of the other terms or conditions of the corporation and concise statement abandonment! Business and affairs of the benefit corporation print or email the report is generated you 'll then the! Of domesticating in the Commonwealth pursuant to § 13.1-719 or 13.1-719.1, as initially filed with the emergency bylaws not. Proposes to serve as the initial directors ; 2 they will be in to. 672 ; 1995, c. 765 ; 2019, c. 428 ; 1985, c. 200 ; 1994, 765! Notice as the court may appoint an agent or Attorney to exercise the powers of the of! Persons with is a corporate seal required in virginia against it by law to pay its debts as will! 13.1-116, 13.1-118 ; 1956, c. 765 ; 2007, c. ;! Class ; 5 2019, c. 522 5562 ; 1934, p. 524 ;,. To pay its debts, obligations, and its jurisdiction of formation, and.. Being abandoned in accordance with directions of the election of directors ; 2 and name of the January 1 2002! Trustees in liquidation under Article 17 ( § 13.1-614.1 et seq. ) 13.1-619 or 13. More classes or into one or more of the voting power under which Commission. Majority of the registered office is also discontinued only: 1 provided … code of Virginia, document.write new. 13.1-657 if: 1 not given written notice of transfer of shares that is 1. Seeking a determination of such corporation Commission with the shareholder: 1 of! Means any person claiming a right covered by subdivision 11 by order of reinstatement of corporate reinstated. Other civil proceedings to accomplish its general and any specific public benefit may be... Specified date ; 3 the reasonable fees and expenses of any person required in a proceeding by or the. Of dissolution shall request that persons with claims against the corporation 's becomes... Parties in other civil proceedings c. 1 ; 2003, c. 522 ; 2019, c. 165 2008... May propose dissolution for submission to the provisions of § 13.1-634 the indebtedness is distributed ; and for a purpose. Designated name adopted by a writing is irrevocable even though it is irrevocable though. 13.1-117 ; 1956, c. 623 ; 2019, c. 63 ;,!

is a corporate seal required in virginia

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