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Articles of Revocation of Dissolution (Virginia)

These are articles of revocation of dissolution in Virginia. The form provided here is simply a sample of what the actual Form SCC744 looks like.

ARTICLES OF REVOCATION OF DISSOLUTION
(stock corporation)

The name of the corporation is _____________________________

The dissolution that was revoked was effective on

____________________ (Date)

The revocation of dissolution was authorized on

______________________ (Date)

The revocation of dissolution was by action of the board of directors alone (i.e., without shareholder approval), which action was permitted by the shareholders' authorization for dissolution

[___] (MARK THIS BOX, IF APPLICABLE).

The revocation of dissolution was authorized by unanimous consent of the shareholders

[___] (MARK THIS BOX, IF APPLICABLE).

The proposed revocation of dissolution was submitted to the shareholders by the board of directors in accordance with Chapter 9 of Title 13.1 of the Code of Virginia.

The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on revocation of dissolution were:

Designation _____________________________

No. of Outstanding Shares _____________________________

No. of Votes _____________________________

Either (i) the total number of votes cast for and against revocation of dissolution by each voting group entitled to vote separately on dissolution were:

Voting Group _____________________________

Total No. of Votes Cast FOR Revocation ______________________

Total No. of Votes Cast AGAINST Revocation ____________________

or (ii) the total number of undisputed votes cast for revocation of dissolution separately by each voting group was:

Voting Group _____________________________

Total No. of Undisputed Votes _____________________________

and the number cast for revocation of dissolution by each voting group was sufficient for approval by that voting group.

The undersigned chairman or vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation declares that the facts herein stated are true as of

_______________________, 20________.

_____________________________ (Name of corporation)

By: _____________________________ (Signature)

_____________________________
(Printed name and corporate title)


NOTE

1. If shareholder approval is necessary, the vote required by law is MORE THAN 2/3 of all votes entitled to be cast unless the board of directors requires a greater vote or unless the articles of incorporation provide for a greater or lesser vote, but not less than a majority of all votes cast at a meeting at which a quorum exists. See Section 13.1-742 of the Code of Virginia.

2. The articles cannot be filed unless the corporation has paid all fees, fines, penalties and interest assessed against it by the Commission. See Section 13.1-615 of the Code of Virginia.


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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. The articles must be executed in the name of the corporation by the chairman or any vice-chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation.

2. The law requires that the information supplied by the filing party, except the signature, be typewritten or printed in black.

3. Send the articles along with the $10.00 filing fee of to the Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, VA 23218- 1197. (Street address: 1300 East Main Street, Richmond, VA 23219). Please make check payable to the State Corporation Commission. (804) 371-9733.

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