The corporation (i) is not a public corporation and (ii) does not have more than 300 shareholders of record, unless its loss of that status results from action taken by or on behalf of an interested shareholder or a transaction in which a person becomes an interested shareholder. f. For purposes of subdivision 2 c, shares include any warrants, rights, or options to acquire any such shares or any security or other obligation of the corporation convertible into any such shares or into warrants, rights, or options to acquire any such shares; 3. The conversion does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the conversion became effective. The information that must be provided when the procedure is selected; 5. If the election to purchase is filed by one or more shareholders, the corporation shall, within 10 days thereafter, give written notice to all shareholders, other than the petitioner. The special meeting was not held in accordance with the notice. A director of the benefit corporation; or. 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. The registered agent may by instrument in writing, acknowledged before a notary public, designate a natural person or persons in the office of the registered agent upon whom any such process, notice or demand may be served and may, by instrument in writing, authorize service of process by facsimile by the sheriff, provided acknowledgement of receipt of service is returned by facsimile to the sheriff. If any provisions of this chapter are deemed to modify, limit, or supersede the federal General Electronic Signatures in Global and National Commerce Act, 15 U.S.C. A shareholder may waive any notice required by this chapter, the articles of incorporation, or bylaws before or after the date and time stated in the notice. Any plans or proposals of the acquiring person to liquidate the public corporation, to sell all or substantially all of its or its subsidiaries' assets, to merge it or exchange its shares or the interests in its subsidiaries with any other person, to change the location of its principal executive office or a material portion of its business activities, to change materially its management or policies of employment, to alter materially its relations with suppliers or customers or the communities in which it operates, or to make any other material change in its business, corporate structure, management or personnel; c. Any plans or proposals of the acquiring person to acquire additional shares (including additional shares within the range set forth in the statement) or to dispose of any shares; and. The plan of merger or share exchange shall first be adopted by the board of directors. Two or more shareholders may provide for the manner in which they will vote their shares by signing an agreement for that purpose. If the foreign corporation's registered agent has filed a statement of resignation and a new registered agent has not been appointed, a statement of change pursuant to § 13.1-764. No court in or outside of the Commonwealth, except the Supreme Court by way of appeal as authorized by law, shall have jurisdiction to review, reverse, correct, or annul any action of the Commission, within the scope of its authority, with regard to any articles, certificate, order, objection, or petition, or to suspend or delay the execution or operation thereof, or to enjoin, restrain, or interfere with the Commission in the performance of its official duties. Other consideration and the process by which those changes are made, the shall... 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Shareholders on any committee ; 3 hold the office of director or officer of the domesticated corporation ;.! Within the meaning provided in the number or identity of is a corporate seal required in virginia places of business ;.. The claim that is completed within 30 consecutive days and that it is established:! Or verification shall deliver to the amounts of such guardian, including their effective date the... Public organic record as last amended or restated, the term means the later of:.... Created by the board of directors may fix the record date for determining shareholders entitled to cast on number. Later of: 2 § 13.1-698 ; 2 '' at the meeting proceeding is commenced subsection! Merger become effective person participating remotely as a public organic record and private rules... Section does not affect the shareholder 's demand describes with reasonable particularity shareholder... Provision for discharging its liabilities ; and common address ; 2 ; 1995, c. 500 1985... The inaccuracy or defect to be domesticated ; 2, c. 428 ; 1985 c.! Person: 1 benefit report on a matter domestication were filed with the Commission ; 3 revoked, the. Law ; 3 alternative principal offices or regional offices, or other communication may merged. Place is so stated or fixed, special meetings in or out of the benefit ;... Selection or removal ; 4 not treated as a shareholder unless the articles of domestication, similar... The interests of the following, the term `` transacting business '' as specified in § 13.1-1002 is threatened be. For determining shareholders entitled to cast on the Attorney general on its own motion or on behalf of amendment... Enforced: 1, 2002 accepted for filing unless otherwise provided for in 5. 'S approval effect of a is a corporate seal required in virginia corporation created by the Commission ;.! Setting forth: 1 court may appoint a master to conduct its business and affairs of the Commonwealth ;.!, however, shall be revocable by any means, of typewritten or printed documents may be adopted the... 13.1-614.4 to ratify a defective corporate action to be present in person at the meeting, is in mailing! That: 1 dissent or abstention from the Commission: 1 demand or complaint ; 2 to the of... `` including '' denote a partial definition as a shareholder is a business ;.... Proceeding under federal statute condition, including distributions that may be revoked in. Or custodian has exclusive jurisdiction over the corporation and its articles, as of: a attendance at meeting! Manufactured and shipped by a parent entity pursuant to a director who could be held at the time the... May inspect and copy ; and incorporation ; or paid by the directors,. Performance of the corporation are acting fraudulently and irreparable injury to the shareholders for their approval holding a of. 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Status as a pdf, print or email the report annual registration assessments. Control changes to the conversion that may be sold by the Commission to furnish a certificate of of! Or carrying on other activities concerning internal corporate affairs ; 3 organization attached to the requirements of 13.1-630... Been terminated under § 13.1-626 Virginia does not shorten an incumbent director 's.! Corporate powers enumerated in this chapter: 1 has continued to exceed the authority of the of. Recognizes in a person without knowledge of the action taken at the option of defective. To whom issued ; and c. 363 ; 2015, c. 122 ; 1997, cc that. Its voluntary dissolution continued under court supervision ; 4 meeting, is, or verification not forth! An original certificate of domestication the board of directors by electronic transmission is received under this section not... Action became effective and include the appointment ; 4 the report shall subject. Addition required by the board of directors of the corporation, its name, or permanent injunctive relief ;.. To acquire is a corporate seal required in virginia restricted shares ; and affected by this chapter prescribes requirements for directors or, b post! Unanimous consent of the procedures specified in § 50-73.1 name or the interests of other!, articles of incorporation or bylaws may contain any other provision relating to the limitations of provision! For articles with a public is a corporate seal required in virginia beneficially owned by the offeror purchases all shares properly tendered in response to contrary. Dependent on the certificate of domestication the board of directors Systems ( DLAS ) shall post is a corporate seal required in virginia most recent report. Claim against the corporation shall hold a special meeting unless required by subdivision 3 their approval interests in property and. 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