Virginia: Corporation Charter Amendment and Legal-Name-Change Requirements
The short answer
Unless its articles provide otherwise, a Virginia stock corporation's board may change the corporate name without shareholder approval. Other amendments generally require board adoption, a recommendation or explained nonrecommendation, and approval by more than two-thirds of each voting group's entitled votes; file $25 articles of amendment with the State Corporation Commission.
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This is the general rule in Virginia. Ask about your specific facts and see which parts of current Virginia law apply, with citations to the statutes.
| Governing law, document, entity, and scope | Virginia Stock Corporation Act; amend the public articles of incorporation by filing articles of amendment with the State Corporation Commission. This page covers an ordinary domestic stock corporation, not a nonstock, professional, benefit, foreign, merger, conversion, validation, insolvency, or disputed-control route (Va. Code §§ 13.1-705 to -714) |
|---|---|
| Amendable provisions and name-change boundary | The articles may add or change a provision required or permitted when the amendment takes effect, or delete a provision no longer required. A corporate name needs a permitted designator, lawful wording, and record distinguishability. Unless the articles provide otherwise, changing the corporate name is expressly board-only (Va. Code §§ 13.1-630, 13.1-705, 13.1-706(B)(5)) |
| Authority before shares issue | If no shares are issued and outstanding, the board may amend without shareholders. If the corporation has not issued shares and has no board, a majority of incorporators may amend. These are distinct routes; the incorporator route requires both no shares and no board (Va. Code §§ 13.1-706(A), 13.1-709, 13.1-710(A)(5)) |
| Board proposal, recommendation, and abandonment | For a shareholder-required amendment, the board first adopts it, submits it, recommends approval unless conflicts or special circumstances justify no recommendation, and explains that determination. The board may set approval/effectiveness conditions and may abandon before effectiveness without further shareholder action; file a statement if already filed (Va. Code §§ 13.1-707(A)-(B), 13.1-712) |
| Shareholder notice, consent, quorum, and vote | Meeting notice goes to every shareholder, voting or not, 25-60 days beforehand, identifies amendment consideration, and includes the amendment. Default voting-group quorum is a majority of entitled votes. Default amendment approval is more than two-thirds of all votes entitled to be cast by each voting group; the articles may set a greater or lesser vote, but not below a majority of votes cast at a meeting with quorum. Unanimous written consent is always available; less-than-unanimous consent requires articles authorization, the statutory safeguards, a 60-day window, and notice within 10 days to nonconsenters/nonvoters (Va. Code §§ 13.1-657, -658, -666, 13.1-707(C)-(D)) |
| Class, series, nonvoting shares, and appraisal | Affected classes and series vote separately for listed exchanges, reclassifications, rights/preferences, share-number, superior-class, preemptive-right, and accumulated-distribution changes; similarly affected groups may vote together unless the articles or board condition says otherwise. Appraisal applies to an amendment that creates a repurchasable fractional share and to other amendments only when the articles, bylaws, or board resolution provide it, subject to statutory limits (Va. Code §§ 13.1-708, 13.1-730) |
| Board-only, agent, correction, and bylaw routes | Unless the articles provide otherwise, board-only amendments include deletion of initial directors or superseded agent/office data, specified one-class share splits/dividends, par-value changes, a corporate-name change, certain holding-company/investment-company changes, deletion of an empty class/series, and other express routes. Current agent/office changes use a separate statement. Correction reaches an inaccuracy, authorization/signing defect, or defective transmission, must arrive within 30 days, and relates back subject to reliance protection. Bylaws use § 13.1-714 (Va. Code §§ 13.1-607, -635, -706, -714) |
| Contents, signer, fee, and effective time | Articles state the current name, amendment text, implementation terms for an exchange/reclassification/cancellation, adoption date, and the applicable board/incorporator/shareholder approval statement. The chair, vice-chair, president, or another officer may sign with name and capacity; seal, attestation, acknowledgment, and verification are optional. Electronic delivery is permitted. Base fee is $25; an authorized-share increase can add the incremental charter fee. Effectiveness is issuance of the SCC certificate or a stated later time no later than 11:59 p.m. on the 15th day after issuance (Va. Code §§ 13.1-604, -606, -615.1, -616, -710) |
| Restatement, publication, and name follow-up | The board may restate with or without shareholder approval, but each new substantive amendment retains its own approval requirement. Articles of restatement state the prior name, complete text, adoption date, amendment status, implementation terms, and approval statement; the effective certificate supersedes earlier articles and amendments. The current Act imposes no statewide publication/proof or separate corporate-name follow-up filing (Va. Code § 13.1-711) |
| Special-entity and disputed-change boundaries | Nonstock, professional, benefit, public, regulated, foreign, insolvent, merger, securities, tax, lender/investor, licensing, fiduciary, fraud, defective-action, and disputed-control matters remain outside the ordinary answer. New interest-holder liability requires each newly liable shareholder's separate written consent; public corporations face extra limits on less-than-unanimous consent, and appraisal/other-remedy limits require transaction-specific review (Va. Code §§ 13.1-657(B), 13.1-707(E)-(F), 13.1-730, 13.1-741.1) |
Compare this rule across all 50 states + DC →
Requirements one by one
Virginia makes a general name change board-only
Unless the articles say otherwise, the board may amend the articles to change
the corporate name without shareholders (§ 13.1-706). The new name still needs
a permitted designator and record distinguishability under § 13.1-630. This
exception does not extend to an unrelated amendment.
The early routes depend on shares and board status
If no shares are issued and outstanding, the board may amend alone. If there are
no issued shares and no board, the incorporators may act instead (§§ 13.1-706
and 13.1-709). The filed approval recital must identify why shareholder and, if
applicable, board approval was unnecessary (§ 13.1-710).
Shareholder-required amendments use an entitled-votes denominator
The board first adopts and submits the amendment. It recommends approval unless
a conflict or special circumstance leads it not to recommend, in which case it
explains why (§ 13.1-707). Notice goes to every shareholder 25 to 60 days before
the meeting and includes the amendment (§ 13.1-658).
The default quorum for each voting group is a majority of its entitled votes
(§ 13.1-666). The amendment threshold is more than two-thirds of all votes
entitled to be cast by each voting group—not two-thirds of votes actually cast.
The articles can set a greater or lesser threshold, but not below a majority of
votes cast at a meeting with quorum (§ 13.1-707).
Unanimous written consent is always available. Less-than-unanimous consent works
only when the articles authorize it and the detailed statutory safeguards are
met, including the 60-day collection window and notice within 10 days to
nonconsenting or nonvoting shareholders (§ 13.1-657).
Class votes and appraisal are amendment-specific
Affected classes or series vote separately for the exchanges, reclassifications,
rights, preferences, share-number, senior-class, preemptive-right, and accumulated-
distribution changes listed in § 13.1-708. Similarly affected groups can vote
together unless the articles or a board condition provides otherwise.
Appraisal is not universal. It applies when an amendment reduces a holder to a
fractional share the corporation may or must repurchase, and otherwise only when
the articles, bylaws, or board resolution add the right (§ 13.1-730).
Filing, correction, and restatement are separate tools
Articles of amendment state the current name, amendment text, adoption date, any
share-change implementation terms, and the statutory approval recital
(§ 13.1-710). An officer signs with name and capacity; a seal, attestation,
acknowledgment, and verification are optional (§ 13.1-604).
The base filing fee is $25. Increasing authorized shares can add the difference
between the charter fee already paid and the fee for the new authorized total
(§§ 13.1-615.1 and 13.1-616). The Commission's certificate is effective when
issued or at the stated delayed time, no later than the fifteenth day after
issuance (§ 13.1-606).
Correction is limited to an inaccuracy, authorization/signing defect, or defective
electronic transmission and must be filed within 30 days. It relates back subject
to protection for an adversely affected person who relied (§ 13.1-607). A clean
restatement can be board-approved, while any new amendment inside it keeps its own
approval requirement (§ 13.1-711).
What trips people up
Virginia's board-only name-change rule is broader than many states' designator-
only exceptions, but the corporation's own articles can turn it off (§ 13.1-706).
The ordinary amendment vote uses all votes entitled to be cast. A large number
of abstentions can therefore defeat the proposal even if the votes actually cast
are mostly favorable (§ 13.1-707).
The board may abandon an approved amendment before the certificate becomes
effective without another shareholder vote. If the articles were already filed,
the corporation must file the abandonment statement before effectiveness
(§ 13.1-712).
Common questions
Must a Virginia corporate-name amendment be published?
No statewide publication or proof-of-publication step appears in the current
Stock Corporation Act for an ordinary name amendment.
Does a name change end a pending lawsuit under the old name?
No. The statute says a name amendment does not affect a proceeding brought by or
against the corporation under its former name (§ 13.1-713).
Is a registered-agent change an articles amendment?
No. File the separate Commission statement of change under § 13.1-635.
Statutes and sources
- Va. Code §§ 13.1-705 through 13.1-715 — amendment, voting-group,
incorporator, filing, restatement, abandonment, effect, and bylaw rules.
Official current article,
accessed 2026-08-15. - Va. Code §§ 13.1-657, 13.1-658, and 13.1-666 — written consent,
amendment-meeting notice, and voting-group quorum. Official current sections,
accessed 2026-08-15. - Va. Code §§ 13.1-604, 13.1-606, 13.1-607, 13.1-615.1, 13.1-616,
13.1-630, and 13.1-635 — execution, effectiveness, correction, fees, name,
and agent/office statement. Official current sections, accessed 2026-08-15. - Va. Code § 13.1-730 — amendment-related appraisal rights.
Official current article,
accessed 2026-08-15.
Source links
Every statute quoted above, linked, with the date we checked it.
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