13.1-604.1 - Filings with the Commission pursuant to reorganization. - Virginia Statutes

§ 13.1-604.1. Filings with the Commission pursuant to reorganization.

A. Notwithstanding anything to the contrary contained in § 13.1-604,13.1-619, 13.1-720 or 13.1-743, 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 put into effect andcarry out the plan and decrees of the court relative thereto, (i) through anamendment or amendments to the corporation's articles of incorporationcontaining terms and conditions permitted by this chapter, (ii) through aplan of merger or share exchange, or (iii) through dissolution, withoutaction by the board of directors or shareholders to carry out the plan ofreorganization ordered or decreed by such court of competent jurisdictionunder federal statute.

B. The individual or individuals designated by the court shall file with theCommission articles of amendment, merger, share exchange, or dissolution,which, in addition to the matters otherwise required or permitted by law tobe set forth therein, shall set forth:

1. The name of the corporation;

2. The text of each amendment, plan of merger or share exchange ordissolution approved by the court;

3. The date of the court's order or decree approving the articles ofamendment, plan of merger or share exchange 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, shareexchange or dissolution comply with the requirements of law and that allrequired fees have been paid, it shall issue a certificate of amendment,merger, share exchange or dissolution.

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.

(1988, c. 194; 2005, c. 765.)