Form Scc889 - Guide For Articles Of Restatement Of A Virginia Nonstock Corporation (Page 2 of 2) in pdf

INSTRUCTIONS TO FORM SCC889

Guideform SCC889 has been produced by the Commission as a guide to help you prepare the

corporation’s 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 information and omitting all inapplicable portions, including the header, seal of the

Commission, italicized text, and the text of options not utilized.

You can download this guideform from our website at

The articles of restatement must be in the English language, 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 corporation’s

board of directors without member action. See § 13.1-889 of the Code of Virginia.

The articles must be executed in the 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.

See § 13.1-811 of the Code of Virginia.

These articles may not be filed until all fees and penalties to be collected by the Commission under the Virginia

Nonstock Corporation Act have been paid by or on behalf of the corporation; provided, however, that an

assessed annual registration fee does not have to be paid prior to the filing of these articles if the articles are filed

with an effective date that is on or before the due date of the annual registration fee payment. See § 13.1-815 of

the Code of Virginia.

Submit the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197,

Richmond, 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 by an 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, (866) 722-2551.

NOTE

If the restatement contains an amendment which requires member approval, the amendment must be

approved by each voting group entitled to vote on the amendment by MORE THAN two-thirds of all votes

entitled to be cast by that voting group unless the Virginia Nonstock Corporation Act or the board of

directors requires a greater vote or unless the articles of incorporation provide for a greater or lesser vote,

but not less than a majority of all votes cast at a meeting at which a quorum exists. See § 13.1-886 of the

Code of Virginia.

The registered office and/or registered agent cannot 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

Clerk’s Office of the State Corporation Commission at the telephone numbers shown above or at

Form Scc889 - Guide For Articles Of Restatement Of A Virginia Nonstock Corporation Page 2