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  1. #1
    Join Date
    Dec 2019

    Exclamation Va Nonstock Corporation How to Change Articles of Incorporation

    My question involves business law in the state of: Virginia

    Can a Virginia nonstock corporation change the language in their articles of incorporation to change the language referencing a 501(c)(3) to a 501(c)(6) when the corporation was started back in 2013? Would this be a restatement or an amendment?

  2. #2

    Default Re: Va Nonstock Corporation How to Change Articles of Incorporation

    It would help if you could quote the provision that you want to change.
    But, in general, there's no obvious reason that you can't amend a clause in the articles of incorporation to reference a different federal tax classification.

    I'm not clear on the significance to your question that the corporation was formed in 2013. If you are asking whether the amendment would have retroactive effect -- that is, would an amendment filed in 2019 apply to any time period before the amendment (i.e., 2013-2018), the answer to that question is 'no.' Amendments would have prospective effect only.

    While you could do the change either as a restatement or as an amendment, it probably makes more sense to do it as an amendment. Typically, restatements are used for major rewrites, or consolidating a series of prior amendments to the articles (which may or may not be accompanied by some new amendments), whereas an amendment is typically used for changing one or only a few provisions.

  3. #3
    Join Date
    Sep 2010

    Default Re: Va Nonstock Corporation How to Change Articles of Incorporation

    You could do it either way. Just what is necessary depends on what your existing articles say. You probably also want to talk to a professional that deals with non-profit matters to see what accounting changes this change may entail and the paperwork (notably a 1023) that you need to file with an IRS to reflect the change.

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