CHAPTER 446
An Act to amend and reenact §12.1-20 of the Code of Virginia,
relating to certificates of fact issued by the clerk of the State Corporation
Commission.
[H 1640]
Approved March 23, 2015
Be it enacted by the General Assembly of Virginia:
1. That §12.1-20 of the Code of Virginia is amended and
reenacted as follows:
§12.1-20. Facts to be certified by clerk upon request;
signing and sealing; fees.
The clerk of the Commission shall, when requested, certify any
one or more of the following facts:
1. That a named domestic corporation is organized and existing
under and by virtue of the laws of Virginia the Commonwealth and
whether it is in good standing.
2. That a named foreign corporation of a named state or
other jurisdiction is authorized to do transact business in
Virginia the Commonwealth and whether it is in good standing in the
Commonwealth.
3. That the corporate existence of a named domestic
corporation has been terminated, together with the date of termination and the
reason for the termination.
4. That a named domestic corporation has filed articles of
dissolution, together with the date thereof, and whether or not voluntary
dissolution proceedings have been revoked.
5. That a named domestic corporation whose corporate
existence was automatically terminated has been reinstated, together with the
date thereof.
6. That a named foreign corporation of a named state is not
authorized to do business in Virginia; and, if it was previously authorized to
do business in Virginia, the date when it ceased to be so authorized, and the
reason therefor.
7. That a name alleged or supposed to be the name of a
corporation is not the name of a domestic corporation or of a foreign
corporation authorized to do business in Virginia.
8. The names and addresses of the officers and directors of
a corporation contained in its annual report of a particular date.
9. The name and address of the registered agent and
registered office of a corporation, together with the date of his appointment.
10. The name and address of a former registered agent and
registered office of a corporation, together with the date of his appointment
and the date when the corporation filed a statement appointing a new registered
agent.
11. That a particular security has or has not been
registered for sale in Virginia the Commonwealth pursuant to the
provisions of the Securities Act (§13.1-501 et seq.).
12. 4. That a statement or other document
required or permitted by law to be filed in the office of the clerk of the
Commission has not been filed in his that office.
13. 5. The existence or nonexistence of any
other fact appearing from the official records of the Commission, unless the
disclosure of such fact is forbidden by law, regulation, or legal privilege.
The certificate shall be signed by the clerk or by a member of
his the clerk's staff and shall be sealed with the seal of the
Commission, or a facsimile thereof. Any signature may be a facsimile. When
so sealed, the certificate shall be admitted in evidence in all cases, civil
and criminal, as prima facie evidence of the facts contained in it.
For each certificate, the clerk shall charge and collect fees
pursuant to §12.1-21.1 or subsection C of §12.1-21.2.
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