Chap. 47.—An ACT to amend and re-enact section 10 of chapter 1 of an
act entitled an act concerning corporations, which became a law May
21, 1903, with reference to the decrease of outstanding capital stock.

Approved February 20, 1912.

1. Be it enacted by the general assembly of Virginia, That
section ten of chapter one of an act entitled an act concerning
corporations, which became a law May twenty-first, nineteen
hundred and three, be amended and re-enacted so as to read as
follows:

§10. Whenever the actually issued and outstanding capital
stock of any corporation organized under this chapter or under
any charter heretofore granted by any court or by the general
assembly of this State for any purposes permitted under section
one of this chapter, shall be found to be more than sufficient
for its purposes, it may, with the concurrence of two-thirds in
amount of all its stockholders, given as hereinafter provided,
decrease its capital stock from time to time to any amount, not
less than the minimum fixed in its charter, or some amendment
thereof. Such decrease must be sanctioned by a vote, in person
or by proxy, of two-thirds in amount of the stockholders of the
corporation at a meeting of such stockholders, called by the
board of directors for that purpose, of which meeting notice
by publication, at least six times a week for two successive
weeks prior to such meeting, in some newspaper published in
or near the place where its principal office is located, or notice
in writing must be given to each stockholder of record, by serv-
ing the same on him personally or by mailing it to him addressed
to the post-office nearest his place of residence, as it appears
upon the stock books of the corporation, at least ten days prior
to such meeting, and in such notice must be stated the time and
place of the meeting, its object, and the amount to which it is
proposed to decrease the capital stock. If at such meeting two-
thirds in amount of all the stockholders vote in favor of decreas-
ing the capital stock to an amount not less than the amount
mentioned in such notice, which shall not be less than the mini-
mum amount of authorized capital of the corporation, a copy of
the proceedings so far as they relate to this subject, entered
upon the records of the corporation, may be certified by the presi-
dent, or by one of the vice-presidents, under the seal of the cor-
poration, attested by its secretary and acknowledged by them
before an officer authorized by the laws of this State to take
acknowledgments of deeds. <A copy thus certified may be pre-
sented to the State corporation commission, which shall ascer-
tain whether the applicants have, by complying with the require-
ments of the law, entitled themselves to make such decrease of
the capital stock, and accordingly shall issue or refuse a certifi-
cate permitting the same, which certificate shall be certified to
the secretary of the Commonwealth, to be recorded by the last
named officer as provided with reference to original certificates,
and shall be certified by him to the clerk of the circuit court
of the county, or.the circuit, corporation or chancery court of
the city, in which the original certificate of incorporation is
recorded, and the clerk of such court shall thereupon record
the same in his office in a book provided and kept for the record-
ation of charters and shall endorse the fact of such recordation
upon the said certificate and return the same to the State cor-
poration commission to be lodged and preserved in the office of
its clerk. When so recorded in the office of the secretary of
the Commonwealth, the power of the said corporation to make
such decrease, subject to the provisions of section one hundred
and sixty-seven of the Constitution, so far as applicable thereto,
shall be complete.

The capital stock may thereupon be decreased in the man-
ner following, that is to say: by retiring or reducing any class
of stock, or by the surrender of every stockholder of his shares,
and the issue to him in lieu thereof of a decreased number of
shares, or by the purchase at the fair market value not exceed-
ing par, of certain shares for retirement, or by retiring shares
owned by the corporation, or by reducing the par value of
shares, and when any corporation shall decrease the amount of
its capital stock, as hereinbefore provided, the certificate decreas-
ing the same shall be published for three weeks successively, at
Ieast once a week, in a newspaper published in the county or
city in which the principal office of the corporation is located,
and if no newspaper be published therein, then in a newspaper
published in a county or city convenient thereto, the first publi-
cation to be made within fifteen days after the filing of such
certificate: provided, however, that no such decrease in capital
stock shall affect the right of any creditor of the said corpora-
tion existing at the time of such decrease.