13.1-719 - Merger between parent and subsidiary or between subsidiaries. - Virginia Statutes

§ 13.1-719. Merger between parent and subsidiary or between subsidiaries.

A. A domestic parent corporation that owns shares of a domestic or foreignsubsidiary corporation that possess at least 90 percent of the voting powerof each class and series of the outstanding shares of the subsidiary thathave voting power may merge the subsidiary into itself or into another suchsubsidiary, or merge itself into the subsidiary, without the approval of theboard of directors or shareholders of the subsidiary, unless the articles ofincorporation of any of the corporations otherwise provide, and unless, inthe case of a foreign subsidiary, approval by the subsidiary's board ofdirectors or shareholders is required by the laws under which the subsidiaryis organized.

B. If under subsection A approval of the merger by the subsidiary'sshareholders is not required, the parent corporation shall, within 10 daysafter the effective date of the merger, notify each of the subsidiary'sshareholders that the merger has become effective.

C. Except as provided in subsections A and B, a merger between a parent and asubsidiary shall be governed by the provisions of this article applicable tomergers generally.

D. The articles of incorporation of the survivor shall not be altered oramended by a merger pursuant to this section, except for amendments permittedby § 13.1-706.

E. Two or more subsidiaries may be merged into a domestic parent corporationpursuant to this section.

(Code 1950, § 13.1-76; 1956, c. 428; 1964, c. 417; 1968, c. 115; 1975, c.500; 1985, c. 522; 1990, c. 230; 2005, c. 765.)