reglab/housing_qa huggingface dataset:
VA Code § 13.1-711 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-711. Restated articles of incorporation

A. A corporation's board of directors may restate its articles of incorporation at any time with or without shareholder approval.B. The restatement may include one or more new amendments to the articles of incorporation. If the restatement includes one or more new amendments requiring shareholder approval, the new amendment or amendments shall be adopted and approved as provided in § 13.1-707.C. A corporation restating its articles of incorporation shall file with the Commission articles of restatement setting forth:1. The name of the corporation immediately prior to restatement;2. Whether the restatement contains a new amendment of the articles of incorporation;3. The text of the restated articles of incorporation;4. If the restatement includes a new amendment that provides for an exchange, reclassification, or cancellation of issued shares, provisions for implementing the amendment, which provisions may be made dependent upon facts objectively ascertainable outside the articles of restatement in accordance with subsection L of § 13.1-604;5. The date of the restatement's adoption;6. If the restatement does not contain a new amendment of the articles, a statement that the restatement was adopted by the board of directors or approved by the shareholders;7. If the restatement contains a new amendment of the articles not requiring shareholder approval, a statement that the restatement was adopted by the board of directors without shareholder approval pursuant to § 13.1-706 or subdivision L 5 of § 13.1-604, as the case may be; and8. If the restatement contains a new amendment of the articles requiring shareholder approval, a statement that the restatement (i) was adopted by the unanimous consent of the shareholders or (ii) 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.D. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective the restated articles of incorporation supersede the original or previously restated articles of incorporation and all amendments of them.E. The Commission may certify restated articles of incorporation or amended and restated articles of incorporation as the articles of incorporation currently in effect.1985, c. 522; 2002, c. 497; 2005, c. 765; 2007, c. 165; 2012, c. 706; 2019, c. 734; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-712.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-712.1. Abandonment of amendment or restatement of articles of incorporation

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's certificate of amendment or restatement becomes effective; and4. A statement that the amendment or restatement of the articles of incorporation is being abandoned in accordance with this section.2019, c. 734; 2020, c. 1226.
VA Code § 13.1-713 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-713. Effect of amendment of articles of incorporation

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'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, "new interest holder liability" has the same meaning as provided in § 13.1-707.Code 1950, § 13.1-60; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2019, c. 734.
VA Code § 13.1-714 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-714. Amendment of bylaws by board of directors or shareholders

A. A corporation's shareholders may amend or repeal the corporation's bylaws.B. A corporation's board of directors may amend or repeal the corporation's bylaws except to the extent that:1. The articles of incorporation or § 13.1-715 reserves that power exclusively to the shareholders; or2. Except as provided in subsection E of § 13.1-624, the shareholders in amending, repealing, or adopting a bylaw expressly provide that the board of directors may not amend, repeal, or reinstate that bylaw.C. A shareholder of the corporation does not have a vested property right resulting from any provision in the bylaws.Code 1950, §§ 13-10, 13.1-24; 1956, c. 428; 1985, c. 522; 2005, c. 765; 2010, c. 782; 2019, c. 734.
VA Code § 13.1-715 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-715. Bylaw provisions increasing quorum or voting requirements for the board of directors

A. A bylaw that increases a quorum or voting requirement for the board of directors may be amended or repealed:1. If originally adopted by the shareholders, only by the shareholders, unless the bylaw otherwise provides; or2. If adopted by the board of directors, either by the shareholders or by the board of directors.B. A bylaw adopted or amended by the shareholders that increases a quorum or voting requirement for the board of directors may provide that it may be amended or repealed only by a specified vote of either the shareholders or the board of directors.C. Action by the board of directors under subsection A to amend or repeal a bylaw that changes the quorum or voting requirement for the board of directors must meet the same quorum requirement and be adopted by the same vote required to take action under the quorum and voting requirement then in effect.1985, c. 522; 2005, c. 765; 2019, c. 734.
VA Code § 13.1-715.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-715.1. Definitions

As used in this article:"Acquired entity" means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of shares or eligible interests acquired in a share exchange."Acquiring entity" means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange."Merger" means a business combination pursuant to § 13.1-716."New interest holder liability" means interest holder liability of a person, resulting from a merger or share exchange, that is (i) in respect of an entity which is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective or (ii) in respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if (a) the person did not have interest holder liability immediately before the merger or share exchange became effective or (b) the person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective."Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. "Party to a merger" does not include a survivor created by the merger."Party to a share exchange" means any domestic or foreign corporation or eligible entity that is an acquired entity or an acquiring entity under a plan of share exchange."Survivor" in a merger means the domestic or foreign corporation or the eligible entity into which one or more other domestic or foreign corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.2005, c. 765; 2019, c. 734.
VA Code § 13.1-719 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-719. Merger between parent and subsidiary or between subsidiaries

A. As used in this section:"Parent entity" means a domestic or foreign corporation or eligible entity that owns shares of a domestic corporation that possess at least 90 percent of the voting power of each class and series of the outstanding shares of the domestic corporation that have voting power."Subsidiary" means the domestic corporation whose outstanding shares are owned by a parent entity.B. A parent entity may merge (i) a subsidiary into itself or another subsidiary or (ii) itself into a subsidiary without the approval of the board of directors or the shareholders of any subsidiary and, if the parent entity is a domestic corporation, without the approval of the shareholders of the parent entity, unless the articles of incorporation of any subsidiary or the articles of incorporation or the organic rules of the parent entity otherwise provide.C. A parent entity may be a foreign corporation or eligible entity only if the merger is permitted under the laws by which the foreign corporation or eligible entity is organized.D. The parent entity shall, within 10 days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.E. Except as provided in subsections B and C, a merger under this section shall be governed by the provisions of this article applicable to mergers generally, including subsection J of § 13.1-718.F. The articles of incorporation of the survivor shall not be altered or amended by a merger pursuant to this section, except for amendments permitted by § 13.1-706.G. Two or more domestic corporations may be merged into a parent entity pursuant to this section.Code 1950, § 13.1-76; 1956, c. 428; 1964, c. 417; 1968, c. 115; 1975, c. 500; 1985, c. 522; 1990, c. 230; 2005, c. 765; 2015, c. 611; 2019, c. 734; 2020, c. 1226.
VA Code § 13.1-720 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-720. Articles of merger or share exchange

A. After a plan of merger or share exchange has been adopted and approved as required by this chapter, the corporation shall deliver to the Commission for filing articles of merger or share exchange signed on behalf of each party to the merger or share exchange, that shall set forth:1. The plan of merger or share exchange;2. The date the plan of merger or share exchange was adopted or approved by each domestic corporation that was a party to the merger or share exchange;3. If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, either:a. A statement that the plan was approved by the unanimous consent of the shareholders; orb. A statement that the plan was submitted to the shareholders by the board of directors in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;4. If the plan of merger or share exchange was adopted by the board of directors without approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan of merger or share exchange was duly approved by the board of directors including the reason shareholder approval was not required and, in the case of a merger pursuant to § 13.1-719.1, the additional statements required by subsection D of § 13.1-719.1; and5. As to each foreign corporation or foreign eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or foreign eligible entity was duly authorized as required by its organic law.B. Articles of merger or share exchange shall be delivered to the Commission for filing by the survivor of the merger or the acquiring corporation in a share exchange. If the Commission finds that the articles of merger or share exchange comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger or share exchange. Articles of merger or share exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.C. In the case of a merger pursuant to § 13.1-719 or 13.1-719.1:1. The articles shall recite that the merger is being effected pursuant to § 13.1-719 or 13.1-719.1, as the case may be; and2. The articles need only be signed on behalf of the parent corporation or the constituent corporation, as the case may be.Code 1950, §§ 13.1-72, 13.1-73; 1956, c. 428; 1968, c. 114; 1975, c. 500; 1985, c. 522; 1992, c. 575; 2000, c. 53; 2003, c. 597; 2005, c. 765; 2006, c. 363; 2009, c. 216; 2010, c. 782; 2015, c. 611; 2019, c. 734.
VA Code § 13.1-721.1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-721.1. Abandonment of a merger or share exchange

A. Unless otherwise provided in the plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after a plan of merger or share exchange has been adopted and approved as required by this article, and at any time before the certificate of merger or share exchange has become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its shareholders in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the plan of merger or share exchange.B. If a merger or share exchange is abandoned after the articles of merger or share exchange have been filed with the Commission but before the certificate of merger or share exchange has become effective, in order for the certificate of merger or share exchange to be abandoned, all parties to the plan of merger or share exchange shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger or share exchange. 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 merger or share exchange shall be deemed abandoned and shall not become effective.C. The statement of abandonment shall contain:1. The name of each domestic and foreign corporation and eligible entity that is a party to the merger and its jurisdiction of formation and entity type;2. When the survivor will be a domestic corporation or a domestic nonstock corporation created by the merger, the name of the survivor set forth in the articles of merger;3. The date on which the articles of merger or share exchange were filed with the Commission;4. The date and time on which the Commission's certificate of merger or share exchange becomes effective; and5. A statement that the merger or share exchange is being abandoned in accordance with this section.2005, c. 765; 2010, c. 782; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.
VA Code § 13.1-722.1:1 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-722.1:1. Definitions

As used in this article:"Domesticated corporation" means the domesticating corporation as it continues in existence after a domestication."Domesticating corporation" means the domestic corporation that approves a plan of domestication pursuant to § 13.1-722.3 or the foreign corporation that approves a domestication pursuant to the organic law of the foreign corporation."Domestication" means a transaction pursuant to this article, including domestication of a foreign corporation as a domestic corporation or domestication of a domestic corporation in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name.2019, c. 734.
VA Code § 13.1-722.2 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-722.2. Domestication

A. By complying with the provisions of this article applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.B. 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.C. The plan of domestication shall include:1. The jurisdiction of formation and name of the domesticating corporation;2. The name and jurisdiction of formation of the domesticated corporation;3. The manner and basis of reclassifying the shares and any rights to acquire shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, if any;4. If the domesticated corporation will be a domestic corporation, (i) the proposed amended and restated articles of incorporation of the domesticated corporation that satisfy the requirements of § 13.1-619, provided that provisions not required to be included in restated articles of incorporation may be omitted, and (ii) the proposed bylaws of the domesticated corporation, which shall not be included with the articles of domestication delivered to the Commission for filing; and5. The other terms and conditions of the domestication.D. In addition to the requirements of subsection C, a plan of domestication may contain any other provision not prohibited by law.E. The terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604.2001, c. 545; 2002, c. 1; 2012, c. 130; 2019, c. 734.
VA Code § 13.1-722.5 (2021)
2021 Code of Virginia|Title 13.1 - Corporations|Chapter 9 - Virginia Stock Corporation Act|§ 13.1-722.5. Articles of domestication; effectiveness

A. After (i) a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter or (ii) a foreign corporation that is the domesticating corporation has approved a domestication as required under its organic law, articles of domestication shall be signed in the name of the domesticating corporation. The articles shall set forth:1. The name of the domesticating corporation and its jurisdiction of formation;2. The original name, date of formation, jurisdiction of formation, and entity type of the domesticating corporation and its name, jurisdiction of formation, and entity type upon each subsequent domestication or conversion;3. The plan of domestication;4. If the domesticating corporation is a domestic corporation:a. The date the plan of domestication was approved;b. A statement that the plan of domestication was approved by the unanimous consent of the shareholders, or that the plan was submitted by the board of directors to the shareholders in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;c. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process in any proceeding based on a cause of action arising during the time it was incorporated in the Commonwealth;d. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision c; ande. A commitment by the corporation to notify the clerk of the Commission in the future of any change in the mailing address of the corporation; and5. If the domesticating corporation is a foreign corporation, a statement that the domestication is permitted by and was approved in accordance with the organic law of the foreign corporation.B. The articles of domestication shall be delivered to the Commission for filing. If the Commission finds that the articles of domestication comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of domestication.2001, c. 545; 2002, c. 1; 2015, c. 623; 2019, c. 734; 2020, c. 1226.