Suggestions

This certificate should be inserted as the first sheet in the minute book of the corporation. It should be followed by a copy of the articles of incorporation, by the minutes of the organization meeting of the board of directors, and by a copy of the by-laws.

The certificate shows the true and correct name of the corporation. The true and correct name, without addition or abbreviation, should be used on all contracts, in all lawsuits, and on all reports to the State Corporation Commission. If the corporation operates under a name other than its correct name, it must comply with Section 59.1-69 et seq of the Code of Virginia.

For convenience of reference, the name of the corporation’s registered agent and the address of its registered office should be pasted on the inside front cover of the minute book. The registered agent remains the registered agent until a new registered agent is appointed by resolution of the board of directors and the filing of a Form SCC 635/834 with the Clerk of the Commission. The officers of the corporation should know at all times who the registered agent is, because papers mailed to him (even if he has resigned or is dead) are legally deemed to have been received by the corporation. No one should be appointed registered agent unless he has agreed to act as registered agent and has agreed to deliver to the corporation all papers addressed to him as registered agent. If he dies, resigns or changes his business address, the corporation must immediately file Form 635/834. If the registered agent is not a member of the Virginia State Bar, Form 635/834 must be filed whenever he ceases to be an officer or director of the corporation.