Virginia § 6.2-105 - Reclassification or conversion of banking institution shares
Full text of Virginia Code of Virginia § 6.2-105 — Reclassification or conversion of banking institution shares, with citation guidance and answers to common questions.
§ 6.2-105. Reclassification or conversion of banking institution shares
A. As used in this section, unless the context requires otherwise:
"Banking institution" means a corporation that is organized under the Virginia Stock Corporation Act (§ 13.1-601 et seq.) and that is a (i) bank, (ii) savings institution, (iii) bank holding company as defined in 12 U.S.C. § 1841 or § 6.2-800, (iv) savings and loan holding company, or (v) multiple or diversified savings and loan holding company as defined in 12 U.S.C. § 1467a.
"Issuer" means a banking institution required to file periodic reports under § 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. § 78m or 78o(d)).
B. A banking institution may adopt an amendment to its articles of incorporation to reclassify or convert a portion of its issued and outstanding shares of common stock into a class or series of preferred stock for the purpose of ceasing to be, or avoiding the status of, an issuer, provided (i) such reclassification or conversion is authorized by the banking institution's original or amended articles of incorporation and (ii) the reclassified or converted shares continue to be a part of the equity capital of the corporation.
C. A reclassification or conversion of shares pursuant to this section shall not be subject to the provisions of Article 15 (§ 13.1-729 et seq.) of the Virginia Stock Corporation Act, notwithstanding that such shares are being reclassified or converted and other shares of the same class or series are not being reclassified or converted, if:
1. The board of directors of the banking institution has recommended to the shareholders approval of the amendment to reclassify or convert such shares;
2. The shareholders of the corporation approve the amendment;
3. All affected shares are reclassified or converted on the same terms; and
4. Articles of amendment are filed in accordance with § 13.1-710.
Source: official Virginia text · Last verified 2026-08-27
Frequently Asked Questions About Virginia § 6.2-105
What does Code of Virginia § 6.2-105 cover?
Section 6.2-105 ("Reclassification or conversion of banking institution shares") is part of the Code of Virginia, the codified statutory law of Virginia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Virginia § 6.2-105?
A common citation format is "Code of Virginia § 6.2-105" (Virginia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Virginia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Virginia official source linked on this page or consult a licensed Virginia attorney.
How does Virginia § 6.2-105 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Virginia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Virginia.