Form Scc711 - Guide For Articles Of Restatement Of A Virginia Stock Corporation printable pdf download

COMMONWEALTH OF VIRGINIA

STATE CORPORATION COMMISSION

SCC711

GUIDE FOR ARTICLES OF RESTATEMENT

(04/08)

OF A VIRGINIA STOCK CORPORATION

ARTICLES OF RESTATEMENT OF

(current name of corporation)

The undersigned, on behalf of the corporation set forth below, pursuant to Title 13.1, Chapter 9, Article 11 of

the Code of Virginia, states as follows:

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. (If the restatement contains an amendment that provides for an exchange, reclassification or cancellation of

issued shares, set forth the provisions for implementing the amendment if they are not contained in the

amendment itself.)

5. The restatement was adopted by the corporation on

(date)

6. (Set forth the manner by which the restatement was adopted. 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 unanimous consent of the shareholders.

(2) The restatement was proposed by the board of directors and submitted to the shareholders in

accordance with the provisions of Title 13.1, Chapter 9 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) And 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 was 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 adoption of the restatement was duly approved by the board of directors. Shareholder approval of the

restatement was not required because: (Set forth either (1), (2) or (3), below.)

(1) The corporation has not issued shares.

(2) The restatement effects a change described in subsection B of § 13.1-706 of the Code of Virginia. OR

(3) The restatement does not include an amendment to the articles of incorporation.

Executed in the name of the corporation by:

(signature)

(date)

(printed name)

(corporate title)

(corporation’s SCC ID no.)

(telephone number (optional))

PRIVACY ADVISORY: Information such as social security number, date of birth, maiden name, or financial institution account numbers is NOT required to be included

in business entity documents filed with the Office of the Clerk of the Commission. Any information provided on these documents is subject to public viewing.

THIS FORM IS TO BE USED AS A GUIDE ONLY.

SEE INSTRUCTIONS ON THE REVERSE

Form Scc711 - Guide For Articles Of Restatement Of A Virginia Stock Corporation

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