Articles Of Amendment - Changing The Name Of A Virginia Nonstock Corporation Form - Commonwealth Of Virginia Page 2
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2INSTRUCTIONS TO FORM SCC888N
The articles must be in the English language, typewritten or printed in black, legible and
reproducible. The document must be presented on uniformly white, opaque paper, free of
visible watermarks and background logos.
You can download this form from our website at
The proposed name must be distinguishable upon the records of the Commission. See § 13.1-829
of the Code of Virginia. To check the availability of a corporate name, please contact the Clerk’s
Office Call Center at (804) 371-9733 or toll-free in Virginia at (866) 722-2551.
If the corporation has members with voting rights and they unanimously approved the amendment
to change the corporation’s name, mark the first box in number 3. Important: If the corporation
has members with voting rights and their approval of the name change amendment was less than
unamimous, you may not use this form. Instead, follow guideform SCC888. See Note below.
If the corporation has no members or no members with voting rights, and at least two-thirds of
all of the directors in office approved the amendment to change the corporation’s name, mark
the second box in number 3 and mark the appropriate box to indicate that there are no
members or no members with voting rights.
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. The printed name and corporate title of the authorized representative
who signs the articles on behalf of the corporation must be set forth. Set forth the date the
articles of amendment were signed.
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 with the Commission by a corporation 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 if these 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,
st
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Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of
$25.00, 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
Other methods of adopting an amendment to the articles of incorporation of a nonstock
corporation are (i) by approval of each voting group of members by more than two-thirds of all
votes cast on the amendment by that voting group at a meeting at which a quorum exists,
unless the board of directors, as a condition of its submission of the amendment to the
members, requires a greater vote or the articles of incorporation provide for a greater or lesser
vote, and (ii) by action of a majority of the incorporators, when director and member approval is
not required. See § 13.1-888 of the Code of Virginia. See (and follow) guideform SCC888 for
adoption provisions that accommodate these situations.
It may be downloaded from our
website at
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