An Act to amend and reenact § 46.1-299, as amended, of the Code of Virginia, relating to devices signalling intention to turn or stop and rules therefor.

Volume 1968 Law 99

Volume	1958
Law Number	564
Subjects	Amendments Business Legislative Amendments Public officers Registration of births, etc.

CHAPTER 564

AN ACT to amend and reenact §§ 18.1-10, 18.1-12, 18.1-17, 13.1-20, 18.1-21,
18.1-26, 18.1-82, 18.1-49, 18.1-55, 18.1-58, 18.1-68, 18.1-64, 18.1-66,
18.1-67, 18.1-92, 18.1-104, 18.1-106, 18.1-110, 18.1-115, 198.1-120,
18.1-128, 18.1-204, 18.1-209, 18.1-211, 18.1-214, 18.1-281, 18.1-256,
18.1-269, 18.1-272, 18.1-278, 18.1-276, 18.1-278, 18.1-285, 18.1-$16,
18.1-887 and 18.1-517 of the Code of Virginia, and to amend the Code
by adding sections numbered 18.1-115.1, 18.1-188, 18.1-278.1, 18.1-294
and 18.1-845, the amended and new sections all relating to corpora-

tions.
{[S 144]
Approved March 29, 1958

Be it enacted by the General Assembly of Virginia:
1. That §§ 18.1-10, 18.1-12, 18.1-17, 18.1-20, 18.1-21, 18.1-26, 13.1-82,
13.1-49, 13.1-55, 13.1-58, 13.1-63, 13.1-64, 138.1-66, 13.1-67, 18.1-92, 18.1-104,
13.1-106, 13.1-110, 138.1-115, 18.1-120, 18.1-128, 18.1-204, 18.1-209,
18.1-211, 18.1-214, 13.1-231, 18.1-255, 13.1-269, 13.1-272, 18.1-278, 18.1-276,
13.1-278, 13.1-285, 13.1-316, 13.1-337 and 18.1-517 of the Code of Virginia
be amended and reenacted and that the Code be amended by adding sec-
poe numbered 13.1-115.1, 13.1-1388, 18.1-278.1, 18.1-294 and 13.1-345 as

ollows:

§ 13.1-10. A corporation may change its registered office or
its registered agent, or both, upon filing in the office of the Commission a
statement on a form supplied by the Commission showing:

(a) The name of the corporation.

(b) The address of its then registered office.

(c) If the address of its registered office be changed, the post office
address (including the street and number if any) to which the registered
office is to be changed and the name of the county or city in which it is to
be located.

(d) The name of its then registered agent.

_ (e) If its registered agent be changed, the name of its successor
registered agent and that he is a resident of Virginia and that he is an
officer or director of the corporation or a member of the Virginia State Bar.

_(f) That the address of its registered office and the address of the
business office of its registered agent, as changed, will be identical.

(g) That such change was authorized by resolution duly adopted by
its board of directors.

The statement shall be verified by the oath of the president or a vice
president of the corporation, and shall become effective when filed with
the Commission. The Commission shall mail to the clerk in whose office
deeds are recorded in the city or county in which the then registered office
is located a notice giving the name of the corporation, the address of the
registered office and the name and address of the registered agent; and,
if the location of the registered office is changed to a different city or
county, the Commission shall mail a similar notice to the proper clerk of
that city or county. But no such notice shall be sent to the clerk of any
court in the city of Richmond or the county of Henrico. The clerk, on
receiving the notice, shall record it in a book for the recordation of charters.
Every statement shall be accompanied by the fees prescribed by law.

A new statement shall forthwith be executed by the corporation when-
ever it changes its name or whenever * its registered agent dies, resigns, *
changes the address of his business office or ceases to be an officer or direc-
tor of the corporation or a member of the Virginia State Bar.

§ 18.1-12. Each corporation shall have power to create and issue the
number of shares stated in its articles of incorporation. Such shares may
be divided into one or more classes. Any or all of such classes may consist
of shares with par value or shares without par value, with such designa-
tions, preferences, limitations, and relative rights as shall be stated in the
articles of incorporation, except that shares without par value shall not be
issued by banking corporations, building and loan associations, credit
unions or industrial loan associations. The articles of incorporation may
limit or deny the voting rights of or provide special voting rights for the
roe of any class to the extent not inconsistent with the provisions of

is Act.

§ 13.1-17. The consideration for the issuance of shares or bonds may
be paid, in whole or in part, in money, in other property, tangible or
intangible, or in labor or services. Future services shall not constitute
payment or part payment for shares or bonds.

Shares, whether with or without par value, may, subject to any
restriction at the time provided in the articles of incorporation or in a
resolution of the stockholders, be issued from time to time by the board of
directors for such consideration expressed in dollars as shall be fixed by
the board of directors.

That part of the surplus of a corporation which is transferred to
stated capital upon the issuance of shares as a stock dividend shall be
deemed to be the consideration for the issuance of such stock.

A determination by the board of directors of the value in dollars of
services or property received or to be received by a corporation as con-
sideration for the issuance of stock or bonds shall, when shown by a stock
statement or bond statement on file with the Commission, be conclusive in
the absence of fraud participated in by both parties.

Treasury shares and treasury bonds may be disposed of by the corpo-
ration for such consideration as may be fixed from time to time by the
board of directors.
Options for the purchase of shares, whether unissued or treasury
shares, may be granted upon such terms and conditions and for such con-
sideration as may be approved by the board of directors, but when offered
to officers or employees only in accordance with authorization in the
articles of incorporation or by a resolution of the stockholders. In the
absence of fraud participated in by both parties the judgment of the board
of directors as to such terms and conditions and the sufficiency of such
consideration shall be conclusive * .

§ 13.1-20. The shares of a corporation shall be evidenced by certifi-
cates signed by the president or a vice president and the secretary or an
assistant secretary or the treasurer or an assistant treasurer or any other
officer authorized by the by-laws or a resolution of the board of directors,
and may (but need not) be sealed with the seal of the corporation or a
facsimile thereof. The signatures of the officers upon a certificate may be
facsimiles if the certificate is countersigned by a transfer agent, or
registered by a registrar, other than the corporation itself or an employee
of the corporation.

Every certificate evidencing shares issued by a corporation which is
authorized to issue shares of more than one class shall set forth upon the
face or back of the certificate, or shall state that the corporation will
furnish to any stockholder upon request and without charge, a full * state-
ment of the designations, preferences, limitations, and relative rights of
the shares of each class authorized to be issued and, if the corporation is
authorized to issue any preferred or special class in series, the variations
in the relative rights and preferences between the shares of each such
series so far as the same have been fixed and determined and the authority
of the board of directors to fix and determine the relative rights and
preferences of subsequent series.

Each certificate representing shares shall state upon the face thereof:

(a) That the corporation is organized under the laws of this State.

(b) The name of the person to whom issued.

(d) The par value of each share represented by such certificate, or a
statement that the shares are without par value.

(e) Whether or not such shares are fully paid.

On any bond, note or debenture issued by a corporation which is
countersigned or otherwise authenticated by the signature of a trustee, the
signatures of the officers of the corporation and its seal may be facsimiles.

In case any officer who has signed or whose facsimile signature has
been placed upon a stock certificate or a bond shall have ceased to be such
officer before such certificate or bond is issued, it may be issued by the
corporation with the same effect as if he were such officer at the date of
its issue.

§ 18.1-21. No fractional shares may be issued but any corporation
may, by action of its board of directors, issue in lieu thereof scrip in
registered or bearer form which shall entitle the holder to receive a
certificate for a full share upon the surrender of such scrip aggregating a
full share. Scrip shall not entitle the holder to exercise voting rights and
except as otherwise provided therein shall not entitle the holder to receive
dividends thereon or to participate in any of the assets of the corporation
in the event of liquidation. The board of directors may cause scrip to be
issued subject to the condition that it shall become void if not exchanged for
certificates representing full shares before a specified date, or subject to the
condition that the shares for which such scrip is exchangeable may be sold
by the corporation and the proceeds thereof held for the holders of such
scrip, or subject to any other conditions that the board of directors may
deem advisable. When a shareholder would otherwise be entitled to a
fractional share upon a conversion of shares or a dividend payable in
shares, the board of directors may, in lieu of issuing scrip, authorize pay-
ments in cash based on the fair value of the shares as determined by the
agin of directors and their determination, in the absence of fraud, shall
be final.

§ 13.1-26. Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be given not less than ten nor more
than fifty days before the date of the meeting (except as a different
time is specified in this Act), either personally or by mail, by or at the
direction of the president, the secretary, or the officer or persons calling
the meeting, to each stockholder of record entitled to vote at such meeting.
If mailed, such notice shall be deemed to be given when deposited in the
United States mail addressed to the stockholder at his address as it ap-
pears - the stock transfer books of the corporation, with postage thereon
prepaid.

Notice of a stockholders’ meeting to act on an amendment of the
articles of incorporation or on a reduction of stated capital or on a plan
of merger or consolidation shall be given, in the manner provided above,
not less than twenty-five nor more than fifty days before the date of the
meeting. Any such notice shall be accompanied by a copy of the proposed
* amendment or plan of reduction or merger or consolidation.

§ 13.1-32. Each outstanding share, regardless of class, shall be en-
titled to one vote on each matter submitted to a vote at a meeting of stock-
holders, except to the extent that the voting rights of the shares of any
class or classes are limited or denied by the articles of incorporation as
permitted by this Act and except as the articles of incorporation may
confer on the holders of shares of any particular class or series the right
to more than one vote per share, either generally or on particular matters.
Where the articles of incorporation confer the right to more or less than
one vote per share, any requirement in this Act for the affirmative vote
of a specified proportion of the shares shall be deemed to refer to a like
proportion of the votes eligible to be cast.

Neither treasury shares, nor shares held by another corporation if
a majority of the shares entitled to vote for the election of directors of
such other corporation is held by the corporation, shall be voted at any
meeting or counted in determining the total number of outstanding shares
at any given time entitled to vote. If a corporation holds shares of its
own stock in a fiduciary capacity, they may, if the corporation is sole
fiduciary, be counted to establish a quorum but may not be voted and if
the corporation is a fiduciary jointly with another, the other may vote
the shares.

A stockholder may vote either in person or by proxy executed in
writing by the stockholder or by his duly authorized attorney-in-fact.
No proxy shall be valid after eleven months from its date, unless other-
wise provided in the proxy. No authorization of an attorney-in-fact to
execute a proxy shall be valid after 10 years from its date, but such
proxies may be accepted as valid in the absence of notice to the contrary.

At each election for directors every stockholder entitled to vote at
such election shall have the right to vote, in person or by proxy, the num-
ber of shares owned by him for as many persons as there are directors
to be elected at that time and for whose election he has a right to vote, or,
if cumulative voting is authorized by the articles of incorporation, to
cumulate his votes by giving one candidate as many votes as the number
of directors to be elected at that time multiplied by the number of his
votes shall produce, or by distributing such votes on the same principle
among any number of such candidates. . .

Shares standing in the name of another corporation, domestic or
foreign, may be voted by such officer, agent or proxy as the by-laws of
such corporation may prescribe, or, in the absence of such provision, as
the board of directors of such corporation may determine. A proxy ap-
parently executed in the name of another corporation shall be presumed
to be valid until challenged and the burden of proving invalidity shall rest
on the challenger.

Shares standing in the name of a partnership may be voted by any
partner. A proxy executed in the partnership name shall be presumed
to be valid until challenged and the burden of proving invalidity shall
rest on the challenger. .

Shares held by two or more persons as joint tenants or tenants in
common or tenants by the entirety may be voted in person or by proxy
by any of such persons. If more than one of such tenants shall vote
such shares, the vote shall be divided among them in proportion to the
number of such tenants voting in person or by proxy.

Shares held by an administrator, executor, guardian, committee or
curator may be voted by him, either in person or by proxy as provided
in this section without a transfer of such shares into his name. Shares
standing in the name of a trustee may be voted by him, either in person
or by proxy as provided in this section, but no trustee shall be entitled to
vote shares held by him without a transfer of such shares into his name.

Shares standing in the name of a receiver or a trustee in proceed-
ings under the National Bankruptcy Act may be voted by him. Shares
held by or under the control of a receiver or a trustee in proceedings
under the National Bankruptcy Act may be voted by him without the
transfer thereof into his name if authority so to do be contained in an
order of the court by which he was appointed.

Where shares are held by more than one of the fiduciaries referred
to in this section, the shares shall be voted as determined by a majority
of such fiduciaries except that (a) if they be equally divided as to a
vote, the vote of the shares shall be divided equally and (b) if only one of
such fiduciaries shall be personally present at a meeting and no proxy for
the fiduciaries shall have been received, the fiduciary present shall be
entitled to vote all the shares. Any of the fiduciaries referred to in this
section may execute a proxy for the voting of shares provided that it
contains an express direction as to how it shall be voted. A proxy ap-
parently executed by one of several of such fiduciaries shall be presumed
to be valid until challenged and the burden of proving invalidity shall
rest on the challenger. But in any case in which the will, trust agreement,
or other instrument under which such personal representative or fiduciary
purports to act contains directions for the voting of stock in any corpora-
tion, or for the execution and delivery of proxies for the voting thereof,
such directions shall be binding upon the personal representative or
fiduciary involved, and upon the corporation if a copy thereof has been
furnished the corporation.

Nothing herein contained shall prevent trustees or other fiduciaries
holding shares of stock registered in the name of a nominee pursuant to
§ 6-108.1 from causing such shares to be voted by such nominee as the said
trustee or other fiduciary may direct. Such nominee may vote stock as
directed by a trustee or other fiduciary without the necessity of trans-
ferring the stock to the name of the trustee or other fiduciary.

A stockholder whose shares are pledged shall be entitled to vote such
shares until the shares have been transferred into the name of the pledgee,
ie specentiar the pledgee shall be entitled to vote the shares so trans-
erred.
Redeemable shares which have been called for redemption shall not
be entitled to vote on any matter and, except as to any right of conversion,
shall not be deemed outstanding shares on and after the date on which
written notice of redemption has been mailed to stockholders and a sum
sufficient to redeem such shares has been deposited with a bank or trust
company with irrevocable instruction and authority to pay the redemption
price to the holders of the shares upon surrender of certificates therefor.

The articles of incorporation may provide that the holders of bonds
or debentures shall be entitled to vote on specified matters and such
right shall not be terminated except upon the assent of the holders of
two-thirds in aggregate principal amount.

§ 13.1-49. The articles of incorporation shall set forth:

(a) The name of the corporation. ;

(b) The purpose or purposes for which the corporation is organized.

(c) The aggregate number of shares which the corporation shall
have authority to issue; if such shares are to consist of one class only,
the par value of each of such shares, or a statement that all of such
shares are without par value; or, if such shares are to be divided into
classes, the number of shares of each class, and a statement of the par
value of the shares of each such class or that such shares are to be
without par value *.

(d) If the shares are to be divided into classes, the designation of
each class and a statement of the preferences, limitations and voting
rights and relative rights in respect of the shares of each class.

(e) If the corporation is to issue the shares of any preferred or
special class in series, then the designation of each series and a statement
of the variations in the relative rights and preferences as between series
in so far as the same are to be fixed in the articles of incorporation, and
a statement of any authority to be vested in the board of directors to
establish series and fix and determine the variations in the relative rights
and preferences as between series.

) Any provision limiting or denying to stockholders the preemptive
right to acquire unissued shares of the corporation.

(g) Any provision, not inconsistent with law, which the incor-
porators elect to set forth in the articles of incorporation for the regu-
lation of the internal affairs of the corporation. Such provisions may
require the affirmative vote of a specified proportion of the stockholders,
or of the stockholders of any class, before the issuance of any bonds
secured by lien or for the issuance of additional shares or for any other
specified transaction.

(h) The address of its initial registered office (including both (i) the
post office address with street and number, if any, and (ii) the name of the
county or city in which it is located) and the name of its initial regis-
tered agent at such address and * that he is a resident of Virginia and
that he is a director of the corporation or a member of the Virginia
State Bar.

(i) The number of directors constituting the initial board of di-
rectors and the names and addresses of the persons who are to serve as
the initial directors.

(j) If the duration of the corporation is not to be perpetual, the
period of its duration.

Except as otherwise provided by law or as restricted by its articles
of incorporation, each corporation shall have all of the corporate powers
provided by this Act, whether or not the same be set forth in the articles
of incorporation.

Unless the articles of incorporation provide that a change in the
number of directors shall be made only by amendment to the articles
of incorporation, the number of directors may be changed by the by-laws.
In all other cases, whenever a provision of the articles of incorporation is
inconsistent with the by-laws, the articles of incorporation shall be
controlling.

§ 18.1-55. A corporation may amend its articles of incorporation,
from time to time, in any and as many respects as may be desired, pro-
vided that * the amendment may contain only such provisions as might be
lawfully contained in original articles of incorporation at the time of
making such amendment.

In particular, and without limitation upon such general power of
amendment, a corporation may amend its articles of incorporation, from
time to time, so as:

(a) To change its corporate name.

(b) To change its period of duration.

(d) To increase or decrease the aggregate number of shares, or shares
of any class or series, which the corporation has authority to issue.

(e) To increase or decrease the par value of the authorized shares
of any class having a par value, whether issued or unissued.

(f) To exchange, classify, reclassify or cancel all or any part of its
shares, whether issued or unissued.

(g) To change the designation of all or any part of its shares, whether
issued or unissued, and to change the preferences, limitations, voting
rights or relative or other rights of any nature in respect of all or any
part of its shares, whether issued or unissued.

(h) To change shares having a par value, whether issued or unissued,
into the same or a different number of shares without par value, and to
change shares without par value, whether issued or unissued, into the
same or a different number of shares having a par value.

(i) To change the shares of any class, whether issued or unissued, and
whether with or without par value, into a different number of shares of the
same class or into the same or a different number of shares, either with or
without par value, of other classes.

(j) To create new classes of shares having rights and preferences
either prior and superior or subordinate and inferior to the shares of any
class then authorized, whether issued or unissued, or increase the rights
and preferences of any class having rights and preferences prior and
superior or subordinate and inferior to the shares of any other class.

(k) To cancel or otherwise affect the right of the holders of the shares
of any class to receive dividends which have accrued but have not been
declared (whenever accrued and whether or not earned).

(1) To divide any preferred or special class of shares, whether issued
or unissued, into series and fix and determine the designations of such
series and the variations in the relative rights and preferences as be-
tween the shares of such series.

(m) To authorize the board of directors to establish, out of authorized
but unissued shares, series of any preferred or special class of shares and
fix and determine, within the limitations prescribed by § 13.1-14, the
relative rights and preferences of the shares of any series so established.

(n) To revoke, diminish or enlarge the authority of the board of
directors to establish series out of authorized but unissued shares of any
preferred or special class and fix and determine, within the limitations
prescribed by § 13.1-14, the relative rights and preferences of the shares
of any series so established.

(o) To limit, deny or grant to stockholders of any class the pre-
emptive right to acquire shares of the corporation, whether then or there-
after authorized.

(p) To restate its articles of incorporation.

§ 13.1-58. The articles of amendment shall be executed by the corpo-
ration by its president or a vice president and by its secretary or assistant
secretary, and verified by the oath of one of the officers signing such
articles, and shall set forth:

(a) The name of the corporation.

(b) The amendment so adopted.

(c) The date of the meeting of the board of directors at which the
amendment was found in the best interests of the corporation and directed
to be submitted to a vote at a meeting of stockholders; the date when
notice was given to each stockholder of record entitled to vote; the fact that
such notice was given in the manner provided in this Act and was ac-
companied by a copy of the proposed * amendment; and the date of the
adoption of the amendment by the stockholders.

(d) The number of shares outstanding, and the number of shares
entitled to vote thereon, and if the shares of any class are entitled to vote
thereon as a class, the designation and number of outstanding shares en-
titled to vote thereon of each such class.

(e) The number of shares voted for and against such amendment
and, if the shares of any class are entitled to vote thereon as a class, the
number of shares of each such class voted for and against such amendment.

(f) If such amendment effects a change in the amount of stated
capital, then a statement of the manner in which the same is effected and
a statement, expressed in dollars, of the amount of stated capital as
changed by such amendment.

(g) If such amendment effects a restatement of the articles of
incorporation, then a statement, expressed in dollars, of the amount of
stated capital on the effective date of such amendment.

§ 13.1-68. A corporation, * by resolution of its board of directors,
may * provide for the cancellation of * shares * that it has issued and re-
acquired. * The resolution shall designate the shares that are to be can-
celled, may provide for the reduction of stated capital in an amount equal
to all or any part of the amount of stated capital represented by the shares
* to be cancelled, and shall show the amount expressed in dollars, of the
stated capital as it is to be after the cancellation. Shares reacquired in
conversion or exchange may be cancelled, but no reduction of capital may
be made in respect thereof pursuant to this section.

* Articles of reduction shall be executed by the corporation by its
president or a vice president and by its secretary or an assistant secretary,
and verified by the oath of one of the signing officers. They shall show:

(a) The name of the corporation.

(b) * A copy of the resolution of the board of directors, and the date
of its adoption.

(d) * If the articles of incorporation provide that the cancelled
shares shall not be reissued, then the number of shares, itemized by classes
and series, which the corporation will have authority to issue after giving
effect to such cancellation.

§ 13.1-64. A reduction of * stated capital *, whether or not in con-
nection with a cancellation of shares, may be made in the following
manner :

(A) The board of directors shall * by resolution propose a plan setting
forth the amount and manner of the proposed reduction * and directing
that the question of such reduction be submitted to a vote at a meeting of
stockholders, which may be either an annual or a special meeting. The plan
shall describe the reduction of stated capital to be effected forthwith upon
issuance by the Commission of a certificate of reduction and any cancella-
tion of shares to be effected forthwith and may specify shares that are to
be cancelled upon future reacquisition.

(B) Notice, stating that the purpose or one of the purposes of * the
meeting is to consider the * plan of reduction of stated capital * so proposed
by the board of directors, shall be given to each stockholder of record
entitled to vote thereon within the time and in the manner provided in this
Act for the giving of notice of meetings of stockholders.

_ (C) At such meeting * the plan shall be adopted if approved by the
affirmative vote of the holders of more than two-thirds of the * outstand-
tng shares of each class, whether or not entitled to vote by the articles of
incorporation, except to the extent that the articles of incorporation
expressly permit the reduction of stated capital without such assent of the
stockholders of any particular class. If under this provision no class ts
ay hed to vote, the directors may adopt the plan without stockholder
action.

When a * plan has been adopted as provided in this section, articles of
reduction shall be executed by the corporation by its president or a vice
president and by its secretary or an assistant secretary, and verified by
the oath of one of the signing officers, * setting forth:

(a) The name of the corporation.

(b) A copy of the * plan and the date of the resolution of the board
of directors.

__ (¢) The date when notice was given to each stockholder of record en-
titled to vote thereon; the fact that such notice was given in the manner
aes in this Act; and the date of the adoption of the plan by the stock-

ers.

(e) The number of shares voted for and against such * plan and, if
the shares of any class are entitled to vote thereon as a class, the number
of shares of each such class voted for and against such * plan.

') * The amount, expressed in dollars, * by which the stated capital *
ts to be reduced forthwith upon the issuance of a certificate of reduction.

(g) The amount, expressed in dollars, of the stated capital of the
corporation after giving effect to such reduction.

(h) If the articles of incorporation provide that the cancelled shares
shall not be reissued, then the number of shares, itemized by classes and
series, which the corporation will have authority to issue after giving
effect to such cancellation.

If the plan provides that specified shares are to be cancelled at one
time or from time to time upon future reacquisition, the corporation may
from time to time and shall, on completion of such reacquisition, execute
further articles of reduction for the cancellation of such shares under
§ 18.1-68, but no further reduction of stated capital shall result from such
cancellation.

* A reduction of stated capital * and any amendment to the articles of
incorporation * may be certified to the Commission in the same articles.

§ 13.1-66. Upon the issuance of a certificate of reduction by the Com-
mission, the stated capital shall be reduced * by the amount specified in the
articles of reduction * and any cancellation of shares therein provided for
shall become effective, except as to shares subsequently to be reacquired.

* Cancelled shares shall, unless the articles of incorporation provide
that they shall not be reissued, become authorized and unissued shares *
of the same class but undesignated as to series. If the articles of incorpora-
tion provide that such shares shall not be reissued, the issuance of the
certificate of reduction shall reduce the number of shares of that class
wiliel, we corporation is authorized to issue by the number of shares so
cancelled.

§ 13.1-67. The surplus, if any, created by or arising out of a reduction
of the stated capital of a corporation shall be capital surplus. ;

The capital surplus of a corporation may be increased from time to
time by resolution of the board of directors directing that all or a part of
the earned surplus of the corporation be transferred to capital surplus.

A corporation may, by resolution of its board of directors, apply any
part or all of its capital surplus to the reduction or elimination of any
deficit arising from losses, however incurred, but only after first eliminat-
ing the earned surplus, if any, of the corporation by applying such losses
against earned surplus and only to the extent that such losses exceed the
earned surplus, if any. Each such application of capital surplus shall, to
the extent thereof, effect a reduction of capital surplus. Notice of such
reduction shall be given to all shareholders at or before the time of payment
of the first dividend thereafter. ; ;

A corporation may, by resolution of its board of directors, create
a reserve or reserves out of its earned surplus for any proper purpose or
purposes, and may abolish any such reserve in the same manner.

§ 13.1-92. A corporation * that has been dissolved pursuant to
§ 13.1-91 may apply to the Commission for reinstatement * within ten
years thereafter and the Commission shall enter an order reinstating the
corporate existence upon receiving an annual report together with pay-
ment of a reinstatement fee of one hundred dollars plus all registration
fees, penalties and franchise taxes that were due before the dissolution
and that would have become due thereafter if dissolution had not oc-
curred, together with interest to the date of the application. The applica-
tion for reinstatement may be by letter signed by an officer or director
of the dissolved corporation and the Commission shall assess the amounts
that would have become due together with interest to the date of the
application. Upon the entry by the Commission of an order of reinstate-
ment, the corporate existence shall be deemed to have continued from
the date of dissolution except that reinstatement shall have no effect on
any question of personal liability of the directors, officers or agents in
respect of the period between dissolution and reinstatement. If the name
of a corporation that has been dissolved has been assumed or reserved
or registered by any other person or corporation, the reinstated corpora-
tion shal] not engage in business until it has amended its articles of in-
corporation to change its name.

§ 13.1-104. No certificate of authority shall be issued to a foreign
corporation unless the corporate name of such corporation:

(a) Shall contain the word “corporation,” “company,” “incor-
porated,” or “limited,” or shall contain an abbreviation of one of such
words, or such corporation shall, for use in this State, add at the end of
its name one of such words or an abbreviation thereof, except that these
requirements shall not apply to any foreign corporation if a domestic
corporation organized for similar purposes would not be subject to the
provisions of subdivision (a) of § 18.1-6.

(b) Shall not be the same as, or confusingly similar to, the name of
any domestic corporation, whether or not authorized to issue shares, exist-
ing under the laws of this State or any foreign corporation, whether or
not authorized to issue shares, authorized to transact business in this
State, or a name the exclusive right to which is, at the time, reserved in
the manner provided in this Act, or the name of a corporation which has
in effect a registration of its name as provided in this Act, unless the
foreign corporation, by resolution of its board of directors, adopts an
assumed name for use in this State that is not confusingly similar.
§ 13.1-106. A foreign corporation, in order to procure a certificate
of authority to transact business in this State, shall make application
therefor to the Commission. The application shall set forth:

(a) The name of the corporation and the state or country under the
laws of which it is incorporated. .

(b) If the name of the corporation does not contain the word
“corporation,” “company,” “incorporated,” or “limited,” or does not
contain an abbreviation of one of such words, then the name of the
corporation with the word or abbreviation which it elects to add thereto
for use in this State; and, if the corporation is prevented by the provisions
of § 18.1-104 (b) from using its own name in this State, then the assumed
name adopted for use in this State.

(d) The address of the principal office of the corporation in the
state or country under the laws of which it is incorporated. .

(e) The address of the proposed registered office of the corporation
in this State (including both (i) the post office address with street and
number, if any, and (ii) the name of the county or city in which it is
located) and the name of its proposed registered agent in this State at
such address and that he is a resident of Virginia and that he is an
eiticer or director of the corporation or a member of the Virginia State

ar.

(f) The names and addresses of the directors and officers of the
corporation.

(g) A statement of the aggregate number of shares which the cor-
poration has authority to issue, itemized by classes, par value of shares,
shares without par value, and series, if any, within a class.

) A statement of the aggregate number of issued shares itemized
by classes, par value of shares, shares without par value, and series, if
any, within a class.

(i) A statement, expressed in dollars, of the amount of stated capital
of the corporation, as defined in this Act.

(j) Such additional information as may be necessary or appropriate
in order to enable the Commission to determine whether such corpora-
tion is entitled to a certificate of authority to transact business in this
pile and to determine and assess the fees and taxes payable as required

y law.

(k) An irrevocable consent that any process, notice, order or
demand arising out of or relating to the transaction of business in this
State, whether or not the corporation withdraws from this State, may be
served on the clerk of the Commission or, in the case of any process, notice,
order or demand issued by the Commission, by being mailed by the clerk
of the Commission or any of his staff by registered or certified mail
addressed to the corporation at its registered office or, in case of with-
srawie from this State, at the address shown in the statement of with-

rawal.

Such application shall be made on forms prescribed and furnished by
the Commission and shall be executed by the corporation by its president
or a vice president and by its secretary or an assistant secretary, and
verified by one of the officers signing such application.

§ 18.1-110. A foreign corporation authorized to transact business in
this State may change its registered office or change its registered agent,
- upon filing in the office of the Commission a statement setting
orth:

(a) The name of the corporation.

(b) The address of its then registered office.

(c) If the address of its registered office be changed, the address to
which the registered office is to be changed (including both (i) the post
office address with street and number, if any, and (ii) the name of the
county or city in which it is located).

(d) The name of its then registered agent. .

(e) If its registered agent be changed, the name of its successor
registered agent and that he is a resident of Virginia and that he is an
officer or director of the corporation or a member of the Virginia State Bar.

(f) That the address of its registered office and the address of the
business office of its registered agent, as changed, will be identical.

(g) That such change was authorized by resolution duly adopted by
its board of directors. .

The statement shall be verified by the oath of the president or a vice
president of the corporation and shall become effective when filed with
the Commission. .

A new statement shall forthwith be executed by the corporation when-
ever it changes its name or whenever its registered agent dies, resigns,
changes the address of his business office or ceases to be an officer or
director of the corporation or a member of the Virginia State Bar.*** —

§ 13.1-115. A foreign corporation authorized to transact business in
this State may withdraw from this State upon paying all taxes and
charges and delivering to the Commission a statement of withdrawal,
which shall set forth:

(a) The name of the corporation and the state or country under the
laws of which it is incorporated.

(b) That the corporation is not transacting business in this State.

(d) That the corporation revokes the authority of its registered
agent in this State to accept service of process and consents that service
of process in any action, suit or proceeding based upon any cause of action
arising in this State during the time the corporation was authorized to
transact business in this State may thereafter be made on such corporation
by service thereof on the clerk of the Commission.

(e) A post office address to which the clerk may mail a copy of any
process against the corporation that may be served on him.

The application for withdrawal shall be made on forms prescribed and
furnished by the Commission and shall be executed by the corporation by
its president or a vice president and by its secretary or an assistant secre-
tary or by its trustee in bankruptcy or its receiver, and verified by one of
the officers signing the application, or, if the corporation is in the hands
of a receiver or trustee, shall be executed on behalf of the corporation by
such receiver or trustee and verified by him.

If the Commission finds that such statement complies with the require-
ments of this Act, it shall notify such corporation that its authority to
transact business in this State is terminated.

When any foreign corporation authorized to transact business in this
State shall dissolve, it shall file with the Commission an application for
withdrawal. Whether or not such application is filed, the dissolution of
such foreign corporation shall not take away or impair any remedy avail-
able against such corporation for any right or claim existing or any
liability incurred prior to such dissolution. Any such action or proceeding
against such foreign corporation may be defended by such corporation in
its corporate name. The stockholders, directors and officers shall have
power to take such corporate or other action as shall be appropriate to
protect such remedy, right or claim. The right of a foreign corporation
that has been dissolved to institute and maintain in its corporate name
actions, suits or proceedings in the courts of this State shall be governed
by the law of the state of its incorporation.
§ 13.1-115.1. A foreign corporation whose authority to transact bust-
ness in this State has been surrendered or revoked shall, upon re-entering
the State, comply with all the requirements of law applicable to an original
application for a certificate of authority, including the payment of fees,
except that it need not file again a copy of its charter or any amendment
thereof that is then on file in the office of the clerk of the Commission.
After the authority of a foreign corporation to transact business in this
State has been surrendered or revoked, the clerk shall retain in the files
of his office the charter and amendments theretofore filed by the corpora-
tion and its original application for authority to transact business for a
period of ten years.

§ 13.1-120. Each domestic corporation, and each foreign corporation
authorized to transact business in this State, shall file, within the time
prescribed by this Act, an annual report setting forth:

(a) The name of the corporation and the state or country under the
laws of which it is incorporated.

(b) The address of the registered office of the corporation in this
State (including both (i) the post office address with street and number,
if any, and (ii) the name of the county or city in which it is located) and
the name of its registered agent in this State at such address, and, in the
case of a foreign corporation, the address of its principal office in the
state or country under the laws of which it is incorporated

(d) A statement of the aggregate number of shares which the corpo-
ration has authority to issue, itemized by classes, par value of shares,
shares without par value, and series, if any, within a class.

(e) A statement of the aggregate number of issued shares, separated
into outstanding shares and treasury shares and itemized by classes, par
value of shares, shares without par value, and series, if any, within a class.

(f) A statement, expressed in dollars, of the amount of stated capital
of the corporation, as defined in this Act; or, if the stated capital is less
than one hundred thousand dollars, a statement that the amount of stated
capital of the corporation is less than one hundred thousand dollars.

The report shall be made on forms furnished by the Commission, shall
supply the information as of the date of the report and shall be verified by
the oath of the president or a vice president or the secretary or an assistant
secretary of the corporation.

§ 18.1-123. The Commission shall charge and collect the following
fees:

(a) For filing any one of the following, the fee shall be five dollars:

(1) Articles of incorporation.

(2) Articles of amendment.

(3) Articles of merger or consolidation.

(4) An application to reserve a corporate name.

(5) A notice of transfer of a reserved corporate name.

(6) Articles of serial designation.

(7) Articles of reduction of stated capital.

(8) A statement of intent to dissolve.

(9) A statement of revocation of voluntary dissolution proceedings.

(10) Articles of dissolution.

(11) An application of a foreign corporation for certificate of au-
thority to transact business in this State

(12) A copy of an amendment to the articles of incorporation of a
foreign corporation holding a certificate of authority to transact business
in this State.

(13) A copy of articles of merger or consolidation of a foreign cor-
ee holding a certificate of authority to transact business in this
e

(14) A statement of withdrawal of a foreign corporation.
an (b) For issuing a certificate of change of name the fee shall be three

ollars.

(c) For filing a statement of change of address of registered office
or change of registered agent or both the fee shall be one dollar. Except
in the case of the city of Richmond or the county of Henrico, the Com-
mission, in respect of domestic corporations, shall collect and remit to the
clerk of the court for the recording of deeds in the city or county in
which the registered office is located an additional fee of one dollar and
if the location of the registered office is changed from one city or county
to another the Commission shall collect and remit fees of one dollar for
each of the clerks to which it is required to give notice.

Whenever the Commission is required to admit any document to
record in its office, it shall collect a sum equal to double the amount of
the fee provided by law for the recordation of deeds in any clerk’s office
of this State, and whenever any such document must also be recorded in
the office of any clerk, the Commission shall collect and transmit to such
clerk a further fee in double the amount so provided by law plus one
dollar for the certification fee.

§ 18.1-188. A requirement in this chapter that an instrument be
verified by oath need not be complied with after July one, nineteen hun-
dred fifty-eight. A person who signs any instrument delivered to the Com-
mission as required by this chapter knowing it to contain a misstatement
of fact shall be guilty of perjury.

§ 13.1-204. Corporations may be organized under this Act for any
lawful purpose or purposes, unless a statute requires the corporation to
issue shares or unless one of the purposes is to conduct the business of a
transportation or transmission company or of a gas, electric light, heat or
power company or to furnish water or sewage service.

§ 13.1-209. A corporation may change its registered office or change
its registered agent, or both, upon filing in the office of the Commission a
statement on a form supplied by the Commission showing:

(a) The name of the corporation.

(b) The address of its then registered office.

(c) If the address of its registered office * is changed, the post office
address (including the street and number, if any) to which the registered
ree # to be changed and the name of the county or city in which it is
located.

(d) The name of its then registered agent.

(e) If its registered agent be changed, the name of its successor reg-
istered agent * at such address, as changed, and that he is a resident of
Virginia and that he is an officer or director of the corporation or a mem-
ber of the Virginia State Bar.

(f) That the address of its registered office and the address of the
business office of its registered agent, as changed, will be identical.

(g) That such change was authorized by resolution duly adopted by
its board of directors.

The statement shall be verified by the oath of the president or a vice
president of the corporation and shall become effective when filed with the
Commission. The Commission shall mail to the clerk in whose office
deeds are recorded in the city or county in which the then registered office
is located a notice giving the name of the corporation, the address of the
registered office and the name and address of the registered agent; and,
if the location of the registered office is changed to a different city or
county, the Commission shall mail a similar notice to the proper clerk of
that city or county. But no such notice shall be sent to the clerk of any
court in the city of Richmond or the county of Henrico. The clerk, on

receiving the notice, shall record it in a book for the recordation of

canter, Every statement shall be accompanied by the fees prescribed
y law.

§ 13.1-211. A corporation may have one or more classes of members
or may have no members. If the corporation has one or more classes of
members, the designation of such class or classes and the qualifications
and rights of the members of each class shall be set forth in the articles
of incorporation. A corporation may issue certificates evidencing member-
ship therein. Memberships shall not be transferable. * Members shall not
have voting or other rights except as provided in the articles of incorpora-
tion. But members of any corporation existing on the effective date of this
Act shall continue to have the same voting and other rights as before the
effective date of this Act until changed by amendment of the articles of
incorporation.

§ 13.1-214. Written notice stating the place, day and hour of the
meeting and, in case of a special meeting, the purpose or purposes for
which the meeting is called, shall be delivered not less than ten nor more
than fifty days before the date of the meeting (except as a different time
is specified below), either personally or by mail, by or at the direction of
the president, or the secretary, or the officers or persons calling the meet-
ing, to each member entitled to vote at such meeting. If mailed, such notice
shall be deemed to be delivered when deposited in the United States mail
addressed to the member at his address as it appears on the records of the
corporation, with postage thereon prepaid. In lieu of delivering notice as
above, the corporation may publish such notice at least once a week for
two successive calendar weeks in some daily newspaper published in the
city or county in which the registered office is located, or having a general
circulation therein, the first publication to be not more than fifty days, and
the second not less than ten days, before the date of the meeting.

Notice of a members’ meeting to act on an amendment of the articles of
incorporation or on a plan of merger or consolidation shall be delivered or
published in the manner provided above, not less than twenty-five nor more
than fifty days before the date of the meeting. Any such notice that is
mailed shall be accompanied by a copy of the proposed * amendment or
plan of merger or consolidation or a summary thereof and any such notice
that is published shall state that copies of the proposed articles of amend-
ment ml plan of merger or consolidation will be supplied to members on
request.

§ 13.1-231. The articles of incorporation shall set forth:

(a) The name of the corporation.

(b) The purpose or purposes for which the corporation is organized.

(d) If the corporation is to have one or more classes of members, any
provision which the incorporators elect to set forth in the articles of
incorporation designating the class or classes of members, stating the
qualifications and rights of the members of each class and conferring,
limiting or denying the right to vote.

(e) If the directors or any of them are not to be elected or appointed
by one or more classes of members, a statement of the manner in which
such directors shall be elected or appointed; and a designation of ex-
officio directors, if any.

(f) Any provisions, not inconsistent with law, which the incorpora-
tors elect to set forth in the articles of incorporation for the regulation of
the internal affairs of the corporation, including any provision for distribu-
tion of assets on dissolution or final liquidation. Such provisions may re-
quire the affirmative vote of a specified proportion of those entitled to vote
before the issuance of any bonds secured by lien or any other specified
transaction.

(g) The address of its initial registered office (including both (i) the
post office address with street and number, if any, and (ii) the name of
the city or county in which it is located), and the name of its initial reg-
istered agent at such address * and that he is a resident of Virginia and
a he is a director of the corporation or a member of the Virginia State

‘ar.

(h) The number of directors constituting the initial board of directors,
and the names and addresses of the persons who are to serve as the
initial directors.

(i) If the duration of the corporation is not to be perpetual, the
period of its duration.

It shall not be necessary to set forth in the articles of incorporation
any of the corporate powers enumerated in this Act.

Unless the articles of incorporation provide that a change in the
number of directors shall be made only by amendment to the articles of
incorporation, the number of directors may be changed by the by-laws. In
all other cases, whenever a provision of the articles of incorporation is
inconsistent with a by-law, the provision of the articles of incorporation
shall be controlling.

§ 13.1-255. A corporation * that has been dissolved pursuant to
§ 18.1-254 may apply to the Commission for reinstatement * within ten
years thereafter and the Commission shall enter an order reinstating the
corporate existence upon receiving an annual report together with payment
of a reinstatement fee of ten dollars plus all registration fees and penalties
that were due before the dissolution or revocation or that would have
become due thereafter if it had not occurred, together with interest to the
date of the application. The application for reinstatement may be by let-
ter signed by an officer or director of the dissolved corporation and the
Commission shall assess the amounts that would have become due together
with interest to the date of the application. Upon the entry by the Com-
mission of an order of reinstatement, the corporate existence shall be
deemed to have continued from the date of the dissolution or revocation
except that reinstatement shall have no effect on any question of personal
liability of the directors, officers or agents in respect of the period between
dissolution or revocation and reinstatement. If the name of a corporation
that has been dissolved has been assumed or reserved or registered by any
other person or corporation, the reinstated corporation shall not resume
the conduct of affairs until after it has obtained an amendment of its
articles of incorporation changing its name.

§ 13.1-269. A foreign corporation, in order to procure a certificate of
authority to conduct affairs in this State, shall make application therefor
to the Commission. The application shall set forth:

(a) The name of the corporation and the state or country under the
laws of which it is incorporated.

(b) The date of incorporation and the period of duration of the
corporation.

(c) The address of the principal office of the corporation in the
state or country under the laws of which it is incorporated.

d) The address of the proposed registered office of the corporation
in this State (including both (i) the post office address with street and
number, if any, and (ii) the name of the county or city in which it is
located), and the name of its proposed registered agent in this State at
such address and * that he is a resident of Virginia and that he ts an
officer or director of the corporation or a member of the Virginia State Bar.

& (e) The names and addresses of the directors and officers of the corpo-
ration.

(f) An irrevocable consent that any process, notice, order or demand
arising out of or relating to the conduct of affairs in this State, whether or
not the corporation withdraws from this State, may be served on the clerk
of the Commission or, in the case of any process, notice, order or demand
issued by the Commission, by being mailed by the clerk of the Commission
or any of his staff by registered or certified mail addressed to the cor-
poration at its registered office or, in case of withdrawal from this State,
at the address shown in the statement of withdrawal. .

§ 13.1-272. Each foreign corporation authorized to conduct affairs
in this State shall have and continuously maintain in this State:

(a) A registered office which may be, but need not be, the same as
its principal office.

(b) A registered agent, which agent * must be * an individual res-
ident of * this State whose business office is identical with such registered
office, and who is an officer or director of the corporation or a member of
the Virginia State Bar.

13.1-278. A foreign corporation authorized to conduct affairs in
this State may change its registered office or change its registered agent,
pr Eph, upon filing in the office of the Commission a statement setting

orth:

(a) The name of the corporation.

(b) The address of its then registered office.

(d) The name of its then registered agent.

(e) If its registered agent be changed, the name of its successor
registered agent * and * that he is a resident of Virginia and that he is an
pice or director of the corporation or a member of the Virginia State

ar,

(f) That the address of its registered office and the address of the
office of its registered agent, as changed, will be identical.

(g) That such change was authorized by resolution duly adopted by
its board of directors.

The statement shall be verified by the oath of a president or a vice
president of the corporation and shall become effective when filed with the
Commission.

A new statement shall forthwith be executed by the corporation when-
ever it changes its name or whenever its registered agent dies, resigns,
* changes the address of his business office or ceases to be an officer or
director of the corporation or a member of the Virginia State Bar.

§ 13.1-276. Whenever a foreign corporation authorized to conduct
affairs in this State shall be a party to a merger permitted by the laws of
the state or country under the laws of which it is incorporated, and such
corporation shall be the surviving corporation, it shall, within thirty days
after such merger becomes effective, file with the Commission a copy of the
articles of merger duly authenticated by the proper officer of the state or
country under the laws of which such merger was effected. Whenever a
foreign corporation authorized to conduct affairs in this State shall be a
party to a merger permitted by the laws of the state or country under the
laws of which it is incorporated, and such corporation shall not be the
surviving corporation, or whenever such corporation shall be a party to a
consolidation so permitted, the surviving or resulting corporation shall, if
not continuing to conduct affairs in this State, within thirty days after
such merger or consolidation becomes effective, * deliver to the Com-
mission a duly authenticated copy of the instrument of merger or con-
solidation and comply in behalf of the predecessor corporation with the
provisions of § 18.1-278 and the Commission shall thereupon revoke the
certificate of authority to conduct affairs in this State, or, if continuing to
conduct affairs in this State, within such thirty days, deliver to the Com-
mission an application for a certificate of authority to conduct affairs in
this State, together with a duly authenticated copy of the instrument of
merger or consolidation and also, in case of a merger, a copy of its articles
of incorporation and all amendments thereto, duly authenticated by the
proper officer of the state or country under the laws of which it is in-
corporated.

Upon the merger or consolidation of two or more foreign corporations
any one of which owns property in this State, all such property shall pass
to the surviving or consolidated corporation except as otherwise provided
in the laws of the state by which it is governed, but only from and after
the time when a duly authenticated copy of the instrument of merger or
consolidation is filed by the Commission.

§ 13.1-278. A foreign corporation authorized to conduct affairs in
this State may withdraw from this State upon paying all taxes and charges
an el eel to the Commission a statement of withdrawal, which shall
set forth:

(a) The name of the corporation and the state or country under the
laws of which it is incorporated.

) That the corporation is not conducting affairs in this State.

(d) That the corporation revokes the authority of its registered
agent in this State to accept service of process and consents that service
of process in any action, suit or proceeding based upon any cause of action
arising in this State during the time the corporation was authorized to
conduct affairs in this State may thereafter be made on such corporation
by service thereof on the clerk of the Commission.

(e) A post office address to which the clerk may mail a copy of any
process against the corporation that may be served on him.

The application for withdrawal shall be made on forms prescribed
and furnished by the Commission and shall be executed by the corporation
by its president or a vice president and by its secretary or an assistant
secretary or by its trustee in bankruptcy or its receiver and verified by one
of the officers signing the application, or, if the corporation is in the hands
of a receiver or trustee, shall be executed on behalf of the corporation by
such receiver or trustee and verified by him.

If the Commission finds that such statement complies with the re-
quirements of this Act, it shall notify such corporation that its authority
to conduct affairs in this State is terminated.

When any foreign corporation authorized to conduct affairs in this
State shall dissolve, it shall file with the Commission a statement of with-
drawal. Whether or not such application is filed, the dissolution of such
foreign corporation shall not take away or impair any remedy available
against such corporation for any right or claim existing or any liability
incurred prior to such dissolution. Any such action or proceeding against
such foreign corporation may be defended by such corporation in its cor-
porate name. The * members, directors and officers shall have power to
take such corporate or other action as shall be appropriate to protect such
remedy, right or claim. The right of a foreign corporation that has been
dissolved to institute and maintain in its corporate name actions, suits or
proceedings in the courts of this State shall be governed by the law of the
state of its incorporation. . .

§ 13.1-278.1, The Commission shall not allow any foreign corporation
to withdraw from the State unless such corporation shall file with the Com-
mission a certificate of the State Tax Commissioner that it has filed a re-
turn and paid or made provision for the payment of all State taxes or
other charges on account of its income from sources within this State dur-
ing the part of the taxable year and any previous period when the cor-
poration may have had income from sources within this State; and in such
case the corporation may file returns and pay taxes before they would
otherwise be due. .

§ 13.1-285. The Commission shall charge and collect the following
fees:

(a) For filing any one of the following the fee shall be five dollars:

(1) Articles of incorporation.

(2) Articles of amendment.

(3) Articles of merger or consolidation.

(4) Articles of dissolution.

(5) An application of a foreign corporation for a certificate of
authority to conduct affairs in this State.

(6) A copy of an amendment to the articles of incorporation of a
eee corporation holding a certificate of authority to conduct affairs in
this State.

(7) A copy of articles of merger or consolidation of a foreign cor-
poration holding a certificate of authority to conduct affairs in this State.

(8) A statement of withdrawal of a foreign corporation.
aun (b) For issuing a certificate of change of name the fee shall be three

ollars.

(c) For filing a statement of change of address of registered office
or change of registered agent or both the fee shall be one dollar. Except
in the case of the city of Richmond or the county of Henrico, the Commis-
sion, in respect of domestic corporations, shall collect and remit to the
clerk of the court for the recording of deeds in the city or county in which
the registered office is located an additional fee of one dollar and if the
location of the registered office is changed from one city or county to an-
other the Commission shall collect and remit fees of one dollar for each of
the clerks to which it is required to give notice.

Whenever the Commission is required to admit any document to
record in its office, it shall collect a sum equal to double the amount of the
fee provided by law for the recordation of deeds in any clerk’s office of
this State and whenever any such document must also be recorded in the
office of any clerk, the Commission shall collect and transmit to such clerk
a further fee in double the amount so provided by law plus one dollar for
the certification fee.

§ 18.1-294. A requirement in this chapter that an instrument be veri-
fied by oath need not be complied with after July 1, 1958. A person who
signs any instrument delivered to the Commission as required by this
chapter knowing it to contain a misstatement of fact shall be guilty of
perjury.

§ 13.1-316. Articles of incorporation shall be signed in triplicate
by each of the incorporators and acknowledged by them, if natural persons,
and, if associations, by the president and secretary of each such associa-
tion, before an officer authorized to take acknowledgments, and shall state:
(a) The name of the association which shall not be the same as, or
confusingly similar to, the name of any association or corporation * ,
whether issuing shares or not issuing shares, existing under the laws of
this State, or the name of any foreign corporation, whether issuing shares
or not issuing shares, authorized to transact business in this State, or any
corporate name reserved or registered as provided by law;

(b) * The address of its initial registered office (including both (i)
the post office address with street and number, if any, and (ti) the name
of the county or city in which it is located) and the name of its initial
registered agent at such address and that he is a resident of Virginia and
sd he is a director of the corporation or a member of the Virginia State

ar;

(d) Whether organized with or without capital stock; and if or-
ganized with capital stock * , a description thereof in accordance with the
requirements of § 18.1-49;

(e) If organized without capital stock, whether the property rights
and interests of each member are equal or unequal; if unequal, the rule
by which such rights and interests shall be determined ;

(f) The maximum number of directors, not less than five, who are
to manage the affairs of the association;

(g) * The number of directors constituting the initial board of
directors and the names and addresses of the persons who are to serve as
the initial directors;

(h) If the duration of a corporation is not to be perpetual, the period
of its duration;

(i) The articles may also contain any other provisions, consistent
with law for regulating the association’s business or the conduct of its
affairs, the establishment of election districts, the election of delegates to
represent the members residing therein and the election of directors to
represent such election districts, either directly or indirectly by said dele-
gates, for voting by proxy or mail ballot and the issuance, retirement and
transfer of membership certificates and stock.

§ 13.1-337. A foreign corporation that can qualify as an associa-
tion, as defined in § 13.1-313 of this Act, may be authorized to do business
in this State under the provisions of this Act by complying with the laws
relating to foreign corporations doing business in the State and filing with
the Commissioner of Agriculture and Immigration and the Director of the
State Agricultural Extension Division, a copy of its charter duly certified
by the Commission. It shall pay the same fees and charges as domestic
associations. Upon such compliance, it shall have all the rights and priv-
ileges of like domestic associations and the entrance fee shall be computed
as if a charter fee.

_§ 18.1-845. A requirement in this chapter that an instrument be
verified by oath need not be complied with after July 1, 1958. A person
who signs any instrument delivered to the Commission as required by this
chapter knowing it to contain a misstatement of fact shall be guilty of
perjury.

§ 13.1-517. Every nonresident registered as a broker-dealer or
agent shall appoint in writing the clerk of the Commission as his agent
upon whom may be served any process, notice, order or demand except one
issued by the Commission. Every nonresident issuer of a security reg-
istered hereunder who sells such security in this State shall be deemed to
have appointed the clerk of the Commission as his agent upon whom may
be served, in any matter arising under this chapter, any process, notice,
order or demand except one issued by the Commission. Service may be
made on the clerk or any of his staff at his office. He shall forthwith
cause it to be sent by registered or certified mail addressed to the non-
resident at his latest address on file and keep a record thereof. Any pro-
cess, notice, order or demand issued by the Commission shall be served by
being mailed by the clerk of the Commission or any of his staff by reg-
istered or certified mail addressed to the nonresident at his latest address
on file. A foreign corporation that has complied with § 13.1-111 need not
comply with this section.

Volume 1958 Law 564

An Act to amend and reenact § 46.1-299, as amended, of the Code of Virginia, relating to devices signalling intention to turn or stop and rules therefor.

Volume 1968 Law 99

Law Body