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Guide For Articles Of Restatement Of A Virginia Stock Corporation SCC711 - Virginia
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COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC711 GUIDE FOR ARTICLES OF RESTATEMENT (07/05) OF A VIRGINIA STOCK CORPORATION ARTICLES OF RESTATEMENT OF (current name of corporation) The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article 11 of the Code of Virginia, hereby executes the following articles of restatement and sets forth: 1. The name of the corporation immediately prior to restatement is (current name of corporation) . 2. The restatement contains (or, does not contain) an amendment to the articles of incorporation. 3. The text of the (amended and) restated articles of incorporation is attached hereto. 4. The restatement was adopted by the corporation on (date) . 5. (Set forth the manner by which the restatement was adopted on behalf of the corporation. See Options A and B, below:) Option A (If shareholder approval was required, set forth either (1) or (2), below, whichever is applicable.) (1) The restatement was adopted by unani mous consent of the shareholders. OR (2) The restatement was proposed by the board of directors and submitted to the shareholders in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia, and: (a) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the restatement were: Designation Number of outstanding shares Number of votes _______________ _____________________ _____________ _______________ _____________________ _____________ (b) Either (i) the total number of votes cast for and against the restatement by each voting group entitled to vote separately on the restatement was: Voting group Total votes FOR Total votes AGAINST ____________ _________________ _________________ ____________ _________________ _________________ Or (ii) the total number of undisputed votes cast for the restatement separately by each voting group was: Voting group Total undisputed votes FOR ____________ _______________________ ____________ _______________________ (c) And the number cast for the restatement by each voting group wa s sufficient for approval by that voting group. Option B (If the board of directors adopted the restatement without shareholder approval, set this forth with the reason why shareholder approval was not required. See 13.1-711 of the Code of Virginia.) The restatement was adopted by the board of directors. Shareholder approval of the restatement was not required as: (Set forth an applicable reason from (1), (2), or (3), below.) (1) The restatement does not include an amendment requiring shareholder approval. (2) The corporation has not issued shares. or (3) (Set forth other appropriate reason.) Executed in the name of the corporation by: (signature) (date) (printed name) (corporate title) (corporations SCC ID no.) (telephone number (optional)) (Continued on the reverse.) American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2 INSTRUCTIONS Guideform SCC711 has been produced by the Commission as a guide to help you prepare the corporations articles of restatement. Please note, however, that a marked-up version of this guideform will not be accepted. You must separately type and prepare your articles, using this form as a guide, inserting appropriate informationand omitting all inapplicable text (like the header, seal of the Commission and the italicized portions). You can download this guideform from our website at www.scc.virginia.gov/division/clk/f ee_bus.htm .The articles of restatement must be in the English la nguage, typewritten or printed in black on white, opaque paper 8 1/2" by 11" in size, legible and reproducible, and free of visible watermarks and background logos. A minimum of 1" must be provided on the left, top and bottom margins and 1/2" on the right margin. Use only one side of a page. If the restatement does not include an amendment, the restatement may be adopted by the corporations board of directors without shareholder action. See 13.1-711 of the Code of Virginia. The articles must be executed in t he name of the corporation by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation. However, the(amended and) restated articles of incorporation, which are a referenced attachment to the articles of restatement, do not need to be separately executed on behalf of the corporation. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. The Commission cannot file or issue with respect to any corporation any certificate referred to in the Virginia Stock Corporation Act until all fees, fines, penalties and interest assessed, imposed, charged or to be collected by the Commission under the Act have been paid by or on behalf of such corporation. See 13.1-615 of the Code of Virginia. Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, st Virginia 23218-1197, (Street address: 1300 East Main Street, Tyler Building, 1 Floor, Richmond, Virginia 23219),along with a check for the filing fee in the amount of $25.00 , plus any additional charter fee amount required byan increase in the number of authorized shares of the corporation, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH . If you have any questions, please call (804) 371-9733 or toll-free in Virginia, 1-866-722-2551. NOTE The corporations board of directors may adopt an amendment without shareholder action to delete the names and addresses of the initial directors and/or to delete the name and addres s of the initial registered agent or registered office if a statement of change is on file with the Commission. See 13.1-706 of the Code of Virginia,which includes additional amendments that may be adopted by the board of directors without shareholder action. The registered office and/or registered agent ca nnot be changed by filing articles of restatement. Such change may only be accomplished by filing a statement of change of a registered office and/or registered agent on form SCC635/834. This form can be requested by contacting the Clerks Office of the State Corporation Commission at the telephone numbers shown above or at www.scc.virginia.gov/division/cl k/asp/fee_corp_formrequest.aspx. American LegalNet, Inc. www.USCourtForms.