Form Scc711 - Guide For Articles Of Restatement Of A Virginia Stock Corporation (Page 2 of 2) in pdf

INSTRUCTIONS TO FORM SCC711

Guideform SCC711 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 shareholder action. See § 13.1-711 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 § 13.1-612 of the

Code of Virginia.

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

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 § 13.1-615 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

The corporation’s 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 address 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 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 Scc711 - Guide For Articles Of Restatement Of A Virginia Stock Corporation Page 2