Corporation Charter Amendment and Name-Change Packet - Virginia

VIRGINIA CORPORATION CHARTER AMENDMENT AND NAME-CHANGE PACKET

Classification comes first. Use for articles amending the articles of incorporation of a Virginia domestic stock corporation. Do not use a charter amendment merely to change the current registered agent, registered office, annual-report, tax, licensing, foreign-registration, or bylaw information.

Scope gate. Excludes nonstock, professional, benefit, regulated, insolvent, disputed-control, new-interest-holder-liability, and defective-corporate-act matters unless Virginia counsel supplies the correct route.

Keep any internal bylaw change separate and cross-reference the universal amendment to bylaws.

1. ENTITY AND CHANGE INTAKE

Business reason: [____________________________________________________________]

Capitalization, contracts, financing, tax, licenses, or foreign registrations affected: [____________________________________________________________]

☐ SCC record, original articles, every amendment/restatement, bylaws, stock ledger, voting agreements, and class/series terms reviewed.

☐ Proposed text is authorized by Va. Code § 13.1-705 and could lawfully appear in original articles when filed.

2. FILING CLASSIFICATION

The SCC states that the fill-in SCC710N form is for a name change approved by unanimous shareholder consent. Use the SCC710 guide and separately prepared articles for a different adoption route or other amendment.

3. VIRGINIA APPROVAL GATE

Select and document the route that applies.

☐ No issued and outstanding shares — § 13.1-706(A). Board adopted the amendment without shareholder approval.

☐ Board-only listed change — § 13.1-706(B). The articles do not provide otherwise, and the exact statutory category is: [________________________________].

Virginia expressly permits a board-only amendment changing the corporate name unless the articles provide otherwise. Do not treat that exception as authority for an unrelated charter change.

☐ Board and shareholders — § 13.1-707. The board adopted the amendment first, submitted it to shareholders, and made the required recommendation or explained its basis for not recommending approval.

Unless a greater requirement applies, each voting group must approve by more than two-thirds of all votes entitled to be cast. The articles may supply a lesser threshold, but not less than a majority of votes cast by each voting group at a meeting where that group has a quorum.

☐ Voting-group rights under § 13.1-708 and every articles-, board-, or statute-imposed higher vote independently reviewed.

☐ Meeting notice went to each shareholder, whether or not entitled to vote, stated that amendment consideration was a purpose, and included a copy of the amendment.

☐ Any shareholder who would become subject to new interest-holder liability signed the separate consent required by § 13.1-707(E), or Virginia counsel documented why that provision does not apply.

Board resolution

The Board adopts the amendment in Section 4, directs shareholder submission where required, and authorizes [NAME/TITLE] to prepare, execute, and file the correct SCC instrument after every condition is satisfied.

4. AMENDMENT TEXT AND NAME CHECK

Proposed legal name: [________________________________]

☐ Virginia entity records checked on [__/__/____].

☐ Required corporate identifier, professional-corporation rule if applicable, trademark, assumed-name, domain, licensing, contract, financing, and foreign-jurisdiction conflicts separately reviewed.

A name availability check is dated administrative screening, not a guarantee of acceptance or legal rights.

5. ARTICLES OF AMENDMENT REVIEW — § 13.1-710

☐ Articles state why shareholder or board approval was not required if using a board-only or incorporator route.

☐ Shareholder-approved articles state unanimous consent or the board-submission and due-approval facts required by § 13.1-710.

☐ SCC710N used only for its stated unanimous-shareholder-consent name-change route; otherwise separately prepared articles follow SCC710.

6. RESTATEMENT ALTERNATIVE — § 13.1-711

☐ Restatement considered because the operative articles are fragmented.

☐ Each new amendment in the restatement separately classified as board-only or shareholder-approved.

☐ Restated text, adoption date, amendment status, implementation provisions, and statutory approval statement are complete.

☐ Accepted restated articles will supersede the prior articles and amendments.

7. FILING AND ACCEPTANCE

As of 2026-07-29, the official SCC stock-corporation fee table and current forms state a $25 filing fee, plus any additional charter fee required for an increase in authorized shares. Recheck all fees, penalties, charter-fee calculations, form revisions, and filing instructions immediately before submission.

☐ Commission-administered fees and penalties addressed before filing.

☐ Accepted certificate and payment record saved.

☐ Rejection corrections remain within approved authority; material changes return for renewed approval.

8. CONFORMING RECORDS AND NOTICE LOG

☐ Minute book, operative articles, bylaws, stock ledger, capitalization table, certificates, equity plans, and authority records updated.

☐ Banks, insurers, contracts, lenders, landlords, vendors, customers, payroll, benefits, tax agencies, licenses, permits, assumed names, and foreign registrations reviewed for separate notice or amendment.

9. COMPLETION CERTIFICATE

The undersigned confirms that the filing was correctly classified; the articles, bylaws, and equity records were reviewed; every required board, shareholder, voting-group, and contractual approval was documented; the accepted filing is retained; and conforming updates are complete or assigned.

Authorized officer: [________________________________]

Signature: [________________________________] Date: [__/__/____]

SOURCES AND REFERENCES

• Virginia Code — Stock Corporation Act, Article 11
• Virginia SCC — stock-corporation forms and fees
• Virginia SCC — SCC710 guide for articles of amendment
• Virginia SCC — SCC710N unanimous-consent name-change form

Statutes, forms, and stated fees verified 2026-07-29; recheck all filing facts immediately before submission.