Chap. 57.—An ACT to amend and re-enact Section 3850 of the Code of Virginia,
as amended, relating to what certificates of incorporation of corporations, other
than public service corporations, to set forth, so as to require maximum amount
of each class of stock to be stated. [S B 99]

Approved February 21, 1942

1. Be it enacted by the General Assembly of Virginia, That section
thirty-eight hundred and fifty of the Code of Virginia, as amended, be
amended and re-enacted, as follows:

Section 3850. What Certificate to-Set Forth—Such certificate of
incorporation shall set forth:

(a) The name of the corporation, which name shall contain the
word “corporation” or the word “incorporated”, and shall be such as to
distinguish it from any other corporation engaged in a similar business,
or promoting or carrying on similar objects or purposes in this State.

(b) The name of the county (and the postoffice address therein),
city or town wherein its principal office in this State is to be located.

(c) The purposes for which it is formed.

(d) The maximum and minimum amount of stock of the corpora-
tion, and its division into shares; and if there be more than one class of
stock created by the certificate of incorporation, a description of the dif-
ferent classes thereof, with the terms on which such different classes are
created and the maximum amount of each class; and if the corporation
is to issue in series any class of stock which is preferred as to dividends,
assets or otherwise over stock of any other class or classes, there shall be
set forth in the certificate of incorporation the limits, if any, of variation
between each series of each class, as to the rate of dividend payable there-
on, the price and terms upon which the same may be redeemed and as to
cHs. 57, 58] ACTS OF ASSEMBLY 53

the amount which shall be paid to the holders thereof in case of dissolu-
tion or any distribution of assets and as to the terms or amount of any
sinking fund provided for the purchase or redemption thereof.

(e) The period, if any, limited for the duration of the corporation.

(f) The names and residences of the officers and directors who,
unless sooner changed by the stockholders, are for the first year to man-
age the affairs of the corporation.

(g) The amount of real estate to which its holdings at any time are
to be limited.

(h) The certificate shall also contain the information required by
section forty-two hundred and two, if the company to be incorporated be
an insurance company. ,

(i) The certificate of incorporation may also contain any provision
not contrary to law which the incorporators may choose to insert for the
regulation of the business, and for the conduct of the affairs of the cor-
poration ; and any provisions creating, defining, limiting or regulating the
powers of the corporation, of the directors or of the stockholders, or of
any class or classes of stockholders.

2. An emergency exists and this act is in force from its passage.