13.1-716 - Merger. - Virginia Statutes

§ 13.1-716. Merger.

A. One or more domestic corporations may merge with one or more domestic orforeign corporations or eligible entities pursuant to a plan of merger, ortwo or more foreign corporations or domestic or foreign eligible entities maymerge into a new domestic corporation to be created in the merger in themanner provided in this chapter. When a domestic corporation is the survivorof a merger with a domestic nonstock corporation, it may become, pursuant tosubdivision C 5, a domestic nonstock corporation, provided that the onlyparties to the merger are domestic corporations and domestic nonstockcorporations.

B. A foreign corporation or a foreign eligible entity may be a party to amerger with a domestic corporation, or may be created pursuant to the termsof the plan of merger, only if the merger is permitted by the laws underwhich the foreign corporation or eligible entity is organized or by which itis governed.

C. The plan of merger shall include:

1. The name of each domestic or foreign corporation or eligible entity thatwill merge and the name of the domestic or foreign corporation or eligibleentity that will be the survivor of the merger;

2. The terms and conditions of the merger;

3. The manner and basis of converting the shares of each merging domestic orforeign corporation and eligible interests of each merging domestic orforeign eligible entity into shares or other securities, eligible interests,obligations, rights to acquire shares, other securities or eligibleinterests, cash, or other property or any combination of the foregoing;

4. The manner and basis of converting any rights to acquire the shares ofeach merging domestic or foreign corporation and eligible interests of eachmerging domestic or foreign eligible entity into shares or other securities,eligible interests, obligations, rights to acquire shares, other securitiesor eligible interests, cash, or other property or any combination of theforegoing;

5. The articles of incorporation of any domestic or foreign corporation ornonstock corporation, or the organic document of any domestic or foreignunincorporated entity, to be created by the merger, or if a new domestic orforeign corporation or nonstock corporation or unincorporated entity is notto be created by the merger, any amendments to the survivor's articles ofincorporation or organic document; and

6. Any other provisions required by the laws under which any party to themerger is organized or by which it is governed, or by the articles ofincorporation or organic document of any such party.

D. Terms of a plan of merger may be made dependent on facts objectivelyascertainable outside the plan in accordance with subsection L of § 13.1-604.

E. The plan of merger may also include a provision that the plan may beamended prior to the effective date of the certificate of merger, but if theshareholders of a domestic corporation that is a party to the merger arerequired or permitted to vote on the plan and amendment of the plan is notconditioned on unanimous shareholder approval, the plan must provide thatsubsequent to approval of the plan by such shareholders the plan may not beamended to change:

1. The amount or kind of shares or other securities, eligible interests,obligations, rights to acquire shares, other securities or eligibleinterests, cash or other property to be received under the plan by theshareholders of or owners of eligible interests in any party to the merger;

2. The articles of incorporation of any domestic or foreign corporation ornonstock corporation, or the organic document of any unincorporated entity,that will survive or be created as a result of the merger, except for changespermitted by § 13.1-706; or

3. Any of the other terms or conditions of the plan if the change wouldadversely affect such shareholders in any material respect.

F. 1. One or more domestic corporations may merge pursuant to this sectioninto another domestic corporation if the articles of incorporation of each ofthem could lawfully contain all the corporate powers and purposes of all ofthem.

2. Any corporation authorized by its articles of incorporation to engage in aspecial kind of business enumerated in § 13.1-620 may be merged with anothercorporation authorized by its articles of incorporation to engage in the samespecial kind of business, including mergers authorized under § 6.1-194.40,whether or not either or both of such corporations are actually engaged inthe transaction of such business, and the shareholders of the corporationsparties to the merger may receive shares of a corporation not authorized byits articles of incorporation to engage in such special kind of business.

(Code 1950, § 13.1-68; 1956, c. 428; 1968, c. 111; 1973, c. 441; 1975, c.500; 1980, c. 90; 1985, c. 522; 1991, c. 228; 2005, c. 765; 2006, c. 663;2008, c. 509; 2009, c. 216.)