Chap. 48.—An ACT to provide for ihe issuance of shares of capital stock
of corporations organized under the laws of this State without nomi-
nal or par value, and for the domestication under the laws of this
State of foreign corporations, all or any class of the shares of stock
of which are without nominal or par value. TS B 61]

Approved September 5, 1919.

1. Be it enacted by the general assembly of Virginia, That
any corporation organized or to be organized under the laws of
this State, except banks, trust companies and similar corpora-
tions (primarily intended to derive profit from the loan or use
of money) may, in its original certificate of incorporation, arti-
cles of association or any amendment thereof or in any agree-
ment of merger or consolidation with any other corporation,
provide for the issue of all or any class of shares of stock in
such corporation without nominal or par value by stating therein
the number and classes of shares that may be issued without
nominal or par value, each share of the same class to be equal
in every respect to every other share of such class, entitled to
equal vote and dividends, and, in case of distribution of the as-
sets, whether voluntary or otherwise, to the same amount out
of the assets of such corporation as every other share of such
class, subject to such preferences in favor of other classes of
stock, if any, as may be therein stated.

2. That if there be more than one class of stock created in
such certificate of incorporation, articles of association or any
amendment thereof, or in any agreement of merger or consoli-
dation, designation shall be made of the different classes thereof,
and if any of such shares be preferred as to voting power or as
to their distributive right in the profits of the corporation, or in
the assets thereof, upon distribution, whether voluntary or other-
wise, statement shall be made of the number of shares of such
stock having such preferences and the character thereof, and if
preferred as to their distributive share in the assets of the cor-
poration, the amount in dollars as to which each such share shall
be preferred over the shares of any other class of stock.

3. In any case in which it is otherwise required by law that
the par value of the shares of a corporation be stated, but the
shares of such corporation are without nominal or par value,
there shall be stated in lieu thereof that such shares are with-
out par value; and when in any case the maximum or minimum
amount of the capital stock of a corporation and its division into
shares is required to be stated, but the shares of such corpora-
tion are without nominal or par value, there shall be stated in
lieu thereof the maximum and minimum number of such shares
and also that such maximum and minimum number of shares are
without par value.

4. That any foreign corporation, all or any class of the
shares of stock of which are without nominal or par value, may
procure a certificate of authority to do business in this State by
complying with the requirements of the laws thereof respectin;,
the qualification of foreign corporations, upon the payment ot
an entranee fee required to be paid by such other foreign cor-
porations, the amount of which is to be ascertained and deter-
mined as provided in the fifth section of this act.

5. For the purpose of ascertaining and determining the
amount of any charter fee, registration fee or franchise tax now
or hereafter imposed by law upon the maximum amount of au-
thorized capital stock of any such corporation organized under
the laws of this State, or for the purpose of ascertaining and
determining the amount of any entrance fee now or hereafter
required to be paid by any foreign corporation for the purpose of
procuring a certificate of authority to do business in this State,
or the amount of any annual registration fee required to be paid
by such foreign corporation, but for no other purpose, such
shares of stock without nominal or par value shall be taken to
be of the par value of one hundred dollars each.

6. All acts or parts of acts providing for the incorporation,
organization, administration and management of the affairs of
corporations organized under the laws of this State inconsist-
ent with this act, are, as respects corporations having shares
without nominal or par value, hereby repealed; provided, how-
ever, that all such acts or parts of acts are, in all other respects,
as respects corporations having shares without nominal or par
value, expressly continued in full force and effect.

7. An act entitled an act to provide for the issuance of
shares of capital stock of corporations organized under the laws
of this State without nominal or par value, approved March
sixteenth, nineteen hundred and eighteen, being chapter three
hundred and fifty-three, acts of nineteen hundred and eighteen,
is hereby repealed. ,

8. The collection of the public revenue for the current year
being affected, an emergency is declared to exist, and this act
shall be in force from its passage.