SPACs were traditionally sold via an initial public offering (IPO) in units consisting of one common share and two "in the money" warrants to purchase common shares at a common share at a future date usually within four years of the offering.Today, SPAC offerings are more commonly sold in –10 units which consist of one common share and one warrant. The presence of one or more of the following circumstances shall not by itself prevent a person from being a disinterested director: (i) nomination or election of the director to the current board by any person, acting alone or participating with others, who is so interested in the matter; (ii) service as a director of another corporation of which an interested person is also a director; or (iii) at the time action is to be taken under § 13.1-672.4, status as a named defendant, as a director against whom action is demanded, or as a director who approved the act being challenged."Distribution" means a direct or indirect transfer of money or other property, except its own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. The registered office of any entity required in a filed document;c. The name of the court and the date of the court's order or decree approving the amendment, plan of merger, share exchange, or entity conversion; or dissolution or termination;4. Issuance of certificate by Commission; recordation of documents. Whenever this chapter conditions the effectiveness of a document upon the issuance of a certificate by the Commission to evidence the effectiveness of the document, the Commission shall by order issue the certificate if it finds that the document complies with the requirements of law and that all required fees have been paid. If in physical form, the earliest of when it is actually received or when it is left at:a. Any person who violates this section shall be guilty of a Class 1 misdemeanor. The Commission shall cancel the annual registration fee assessments specified in this subsection that remain unpaid. A foreign corporation that has amended its articles of incorporation to reduce the number of shares it is authorized to issue, effective prior to its annual registration fee assessment date pursuant to subsection B of § 13.1-775.1 of a given year, and has timely filed an authenticated copy of the amendment with the Commission pursuant to § 13.1-760 after its annual registration fee assessment date pursuant to subsection B of § 13.1-775.1 shall have its annual registration fee reassessed to reflect the new number of authorized shares. Annual registration fee assessments that have been paid shall not be refunded.
When a corporation earns a profit or surplus, the corporation is able to re-invest the profit in the business (called retained earnings) and pay a proportion of the profit as a dividend to shareholders.Distribution to shareholders may be in cash (usually a deposit into a bank account) or, if the corporation has a dividend reinvestment plan, the amount can be paid by the issue of further shares or share repurchase.This means the S corporation must also pay over to the IRS, out of its own funds, 7.65% of the employees wages.( In 2009 the Social Security part of the FICA tax only applies to wages up to 6,800) The combined FICA remittance, then, is 15.3% (2 x 7.65%). The General Assembly shall have power to amend or repeal all or part of this Act at any time and all domestic and foreign corporations subject to this Act shall be governed by the amendment or repeal. When the articles of incorporation have been restated pursuant to any articles of restatement, amendment, domestication, or merger, it includes only the restated articles of incorporation, including any articles of serial designation, without the accompanying articles of restatement, amendment, domestication, or merger."Authorized shares" means the shares of all classes a domestic or foreign corporation is authorized to issue."Certificate," when relating to articles filed with the Commission, means the order of the Commission that makes the articles effective, together with the articles."Commission" means the State Corporation Commission of Virginia."Conspicuous" means so written, displayed, or presented that a reasonable person against whom the writing is to operate should have noticed it. The terms of, or actions taken under, an agreement to which the corporation is a party, or any other agreement or document.3. "Filed document" means a document filed with the Commission under § 13.1-619 or Article 11 (§ 13.1-705 et seq.) or 12 (§ 13.1-715.1 et seq.) of this chapter; andb. The following terms of a plan or filed document may not be made dependent on facts outside the plan or filed document:a. It is in a form capable of being processed by that system. Receipt of an electronic acknowledgment from an information processing system described in subdivision F 1 establishes that an electronic transmission was received. Unlawful to transact or offer to transact business as a corporation unless authorized. After hearing, on notice in writing to the corporation and the shareholder, the Commission shall determine the issues and revoke or refuse to revoke its order accordingly. No court within or without the Commonwealth shall have jurisdiction to enjoin or delay the holding of any meeting of directors or shareholders for the purpose of authorizing or consummating any amendment, merger, share exchange, domestication, conversion or termination of corporate existence or the execution or filing with the Commission of any articles or other documents for such purpose, except pursuant to subsection D of § 13.1-661 or for fraud. A certificate of merger or an authenticated copy of an instrument of merger for a domestic or foreign corporation that has merged into a surviving domestic corporation or eligible entity or into a surviving foreign corporation or eligible entity; or4.
It excludes articles of share exchange filed by an acquiring corporation. A determination or action by any person or body, including the corporation or any other party to a plan or filed document; orc. As to those persons, articles of correction are effective upon the issuance of the certificate of correction. No articles of correction shall be accepted by the Commission when received more than 30 days after the effective date of the certificate relating to the articles to be corrected.1985, c. It enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic transmissions or information of the type sent, and from which the recipient is able to retrieve the electronic transmission; and2. Hearing and finality of Commission action; injunctions. The Commission shall have no power to grant a hearing with respect to any certificate issued by the Commission with respect to any articles filed with the Commission except on a petition by a shareholder filed with the Commission and the corporation within 30 days after the effective date of the certificate, in which the shareholder asserts that the certification of corporate action contained in the articles contains a misstatement of a material fact as to compliance with statutory requirements, specifying the particulars thereof. A certificate of withdrawal for a foreign corporation;3. Distribution does not include acquisition by a corporation of its shares from the estate or personal representative of a deceased shareholder, or any other shareholder, but only to the extent the acquisition is effected using the proceeds of insurance on the life of such deceased shareholder and the board of directors approved the policy and the terms of the redemption prior to the shareholder's death."Document" means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record."Domestic business trust" has the same meaning as specified in § 13.1-1201."Domestic limited liability company" has the same meaning as specified in § 13.1-1002."Domestic limited partnership" has the same meaning as specified in § 50-73.1."Domestic nonstock corporation" has the same meaning as "domestic corporation" as specified in § 13.1-803."Domestic partnership" means an association of two or more persons to carry on as co-owners a business for profit formed under § 50-73.88, or predecessor law of the Commonwealth, and includes, for all purposes of the laws of the Commonwealth, a registered limited liability partnership."Effective date of notice" is defined in § 13.1-610."Electronic" means relating to technology having electrical, digital, magnetic, wireless, optical, electromagnetic, or similar capabilities."Electronic record" means information that is stored in an electronic or other medium and is retrievable in paper form through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § 13.1-610."Electronic transmission" or "electronically transmitted" means any form or process of communication, not directly involving the physical transfer of paper or other tangible medium, that (i) is suitable for the retention, retrieval, and reproduction of information by the recipient, and (ii) is retrievable in paper form by the recipient through an automated process used in conventional commercial practice, unless otherwise authorized in accordance with subsection J of § 13.1-610."Eligible entity" means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation."Eligible interests" means interests or memberships."Employee" includes, unless otherwise provided in the bylaws, an officer but not a director. The number of authorized shares and designation of each class or series of shares;e. Any required statement in a filed document of the date on which the underlying transaction was approved or the manner in which that approval was given.5. A statement that the court had jurisdiction of the proceeding under federal statute. If the Commission finds that the articles of amendment, merger, share exchange, entity conversion, dissolution, or termination comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, merger, share exchange, entity conversion, dissolution, or termination. This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.1988, c. Except as otherwise provided by law, the Commission may furnish information from and provide access to any of its records by any means the Commission may deem suitable. A director's residence or usual place of business;c. The corporation delivers one copy of the notice, report or statement to the common address;2. This chapter shall be known as the Virginia Stock Corporation Act. A distribution may be in the form of a declaration or payment of a dividend; a purchase, redemption, or other acquisition of shares; a distribution of indebtedness of the corporation; or otherwise. The registered agent of any entity required in a filed document;d. The title and case number, if any, of the reorganization proceeding in which the order or decree was entered; and5. The Commission shall admit any such certificate to record in its office. Whenever the Commission is directed to admit any document to record in its office, it shall cause it to be spread upon its record books or to be recorded or reproduced in any other manner the Commission may deem suitable. A shareholder's address shown on the corporation's record of shareholders maintained by the corporation pursuant to subsection C of § 13.1-770;b. A corporation shall be deemed to have delivered written notice or any other report or statement under this chapter, the articles of incorporation or the bylaws to all shareholders who share a common address as shown on the corporation's current record of shareholders if:1. It shall be unlawful for any person to sign a document he knows is false in any material respect with intent that the document be delivered to the Commission for filing. Anyone who violates the provisions of this section shall be guilty of a Class 1 misdemeanor. The S corporation must “match” and pay over to the IRS an amount equal to the FICA portion of the tax withholding.Under current law, the employee is required to pay (and have withheld) 7.65% of his wages toward Social Security (6.2%) and Medicare (1.45%).Retained earnings (profits that have not been distributed as dividends) are shown in the shareholders' equity section on the company's balance sheet – the same as its issued share capital.