A. Except to the extent otherwise provided in this chapter, in the articles of trust or in the governing instrument of the business trust, the sole trustee or a majority of the trustees may restate the articles of trust of a business trust at any time.
B. The restatement may include one or more amendments to the articles, including an amendment to delete the name and address of the initial registered agent or registered office, if a statement of change described in § 13.1-1221 is on file with the Commission.
C. A business trust restating its articles of trust shall file with the Commission articles of restatement setting forth:
1. The name of the business trust immediately prior to restatement;
2. Whether the restatement contains an amendment to the articles of trust;
3. The text of the restated articles of trust or amended and restated articles of trust;
4. The date of adoption of the articles of restatement; and
5. A statement that the restatement was adopted in accordance with the articles of trust and the governing instrument of the business trust.
D. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement. When the certificate of restatement is effective, the restated articles of trust or amended and restated articles of trust supersede the original articles of trust and all amendments to the original articles of trust.
E. The Commission may certify restated articles of trust or amended and restated articles of trust as the articles of trust currently in effect.
2002, c. 621; 2003, c. 373; 2008, c. 101.
Structure Code of Virginia
Chapter 14 - Virginia Business Trust Act
§ 13.1-1202. Filing requirements
§ 13.1-1203. Issuance of certificate by Commission; recordation of documents
§ 13.1-1204. Fees for filing documents and issuing certificates
§ 13.1-1205. Unlawful to sign false documents; penalty
§ 13.1-1206. Unlawful to transact or offer to transact business as a business trust; penalty
§ 13.1-1207. Tax classification
§ 13.1-1208. Separate legal entity
§ 13.1-1212. Articles of trust
§ 13.1-1213. Articles of correction
§ 13.1-1216. Amendment of articles of trust
§ 13.1-1217. Restatement of articles of trust
§ 13.1-1219. Governing instrument
§ 13.1-1220. Registered office and registered agent
§ 13.1-1221. Change of registered office or registered agent
§ 13.1-1222. Resignation of registered agent
§ 13.1-1223. Service on business trust
§ 13.1-1224. Beneficial owners
§ 13.1-1225. Limited liability
§ 13.1-1226. Beneficial interests
§ 13.1-1227. Distributions to beneficial owners
§ 13.1-1228. Trustee management; limitation on duties and liabilities of others
§ 13.1-1233. Payment of and security for expenses
§ 13.1-1234. Dissolution generally
§ 13.1-1235. Judicial dissolution
§ 13.1-1237. Distribution of assets upon dissolution
§ 13.1-1238. Articles of cancellation
§ 13.1-1238.1. Automatic cancellation of business trust existence
§ 13.1-1238.2. Involuntary cancellation of business trust existence
§ 13.1-1239. Reinstatement of a business trust that has ceased to exist
§ 13.1-1240. Dissolution of series
§ 13.1-1241. Authority to transact business required; governing law
§ 13.1-1242. Application for certificate of registration
§ 13.1-1245. Amendments; amended applications for registration
§ 13.1-1246. Voluntary cancellation of certificate of registration
§ 13.1-1246.1. Automatic cancellation of registration
§ 13.1-1246.2. Involuntary cancellation of registration
§ 13.1-1246.3. Reinstatement of a certificate of registration that has been canceled
§ 13.1-1247. Transaction of business without registration; civil penalty
§ 13.1-1248. Actions by Attorney General
§ 13.1-1249. Transactions not constituting doing business
§ 13.1-1250. Merger of foreign business trust registered to transact business in Commonwealth
§ 13.1-1254. Penalty for failure to timely pay annual registration fees or file statement of change
§ 13.1-1256. Collection by suit and of unpaid bills
§ 13.1-1257. Authorization for merger
§ 13.1-1259. Exchange of securities; termination or amendment of merger
§ 13.1-1261. Articles of merger
§ 13.1-1262. Governing instrument
§ 13.1-1263.1. Abandonment of merger
§ 13.1-1266. Plan of domestication
§ 13.1-1267. Action on plan of domestication by a domestic business trust
§ 13.1-1268. Articles of domestication
§ 13.1-1269. Surrender of articles of trust upon domestication
§ 13.1-1270. Effect of domestication
§ 13.1-1271. Abandonment of domestication
§ 13.1-1272. Entity conversion
§ 13.1-1273. Plan of entity conversion
§ 13.1-1274. Action on plan of entity conversion
§ 13.1-1275. Articles of entity conversion
§ 13.1-1276. Effect of entity conversion
§ 13.1-1277. Abandonment of entity conversion
§ 13.1-1279. Inspection of records by beneficial owners
§ 13.1-1280. Scope of inspection right
§ 13.1-1281. Court-ordered inspection
§ 13.1-1282. Construction and application of chapter and governing instrument
§ 13.1-1283. Reservation of power to amend or repeal
§ 13.1-1284. Application to existing real estate investment trusts and foreign business trusts