13.1-804.1 - Filing with the Commission pursuant to reorganization. - Virginia Statutes

§ 13.1-804.1. Filing with the Commission pursuant to reorganization.

A. Notwithstanding anything to the contrary contained in § 13.1-804,13.1-819, 13.1-896, or 13.1-904, whenever, pursuant to any applicable statuteof the United States relating to reorganizations of corporations, a plan ofreorganization of a corporation has been confirmed by the decree or order ofa court of competent jurisdiction, the corporation may, without action by theboard of directors or members to carry out the plan of reorganization orderedor decreed by such court of competent jurisdiction under federal statute, putinto effect and carry out the plan and decrees of the court relative thereto(i) through an amendment or amendments to the corporation's articles ofincorporation containing terms and conditions permitted by this Act, (ii)through a plan of merger, or (iii) through dissolution.

B. The individual or individuals designated by the court shall file with theCommission articles of amendment, merger, or dissolution, which, in additionto the matters otherwise required or permitted by law to be set forththerein, shall set forth:

1. The name of the corporation;

2. The text of each amendment, plan of merger, or dissolution approved by thecourt;

3. The date of the court's order or decree approving the articles ofamendment, plan of merger, or dissolution;

4. The title of the reorganization proceeding in which the order or decreewas entered; and

5. A statement that the court had jurisdiction of the proceeding underfederal statute.

C. If the Commission finds that the articles of amendment, merger, ordissolution comply with the requirements of law and that all required feeshave been paid, it shall issue a certificate of amendment, merger, ordissolution.

D. This section does not apply after entry of a final decree in thereorganization proceeding even though the court retains jurisdiction of theproceeding for limited purposes unrelated to consummation of thereorganization plan.

(2007, c. 925.)