13.1-720 - Articles of merger or share exchange. - Virginia Statutes

§ 13.1-720. Articles of merger or share exchange.

A. After a plan of merger or share exchange has been adopted and approved asrequired by this chapter, articles of merger or share exchange shall besigned on behalf of each party to the merger or share exchange. The articlesshall set forth:

1. The plan of merger or share exchange, the names of the parties to themerger or share exchange and, for each party that is a foreign corporation oreligible entity, the name of the state or country under whose law it isincorporated or formed;

2. If the articles of incorporation of a domestic corporation that is thesurvivor of a merger are amended, or if a new domestic corporation is createdas a result of a merger, as an attachment to the articles of merger or shareexchange, the amendments to the survivor's articles of incorporation or thearticles of incorporation of the new corporation;

3. The date the plan of merger or share exchange was adopted by each domesticcorporation that was a party to the merger or share exchange;

4. If the plan of merger or share exchange required approval by theshareholders of a domestic corporation that was a party to the merger orshare exchange, either:

a. A statement that the plan was approved by the unanimous consent of theshareholders; or

b. A statement that the plan was submitted to the shareholders by the boardof directors in accordance with this chapter, and a statement of:

(1) The designation, number of outstanding shares, and number of votesentitled to be cast by each voting group entitled to vote separately on theplan; and

(2) Either the total number of votes cast for and against the plan by eachvoting group entitled to vote separately on the plan or the total number ofundisputed votes cast for the plan separately by each voting group and astatement that the number cast for the plan by each voting group wassufficient for approval by that voting group;

5. If the plan of merger or share exchange was adopted by the directorswithout approval by the shareholders of a domestic corporation that was aparty to the merger or share exchange, a statement that the plan of merger orshare exchange was duly approved by the directors including the reasonshareholder approval was not required and, in the case of a merger pursuantto § 13.1-719.1, the additional statements required by subsection D of §13.1-719.1; and

6. As to each foreign corporation or eligible entity that was a party to themerger or share exchange, a statement that the participation of the foreigncorporation or eligible entity was duly authorized as required by the organiclaw of the corporation or eligible entity.

B. Articles of merger or share exchange shall be filed with the Commission bythe survivor of the merger or the acquiring corporation in a share exchange.If the Commission finds that the articles of merger or share exchange complywith the requirements of law and that all required fees have been paid, itshall issue a certificate of merger or share exchange. Articles of merger orshare exchange filed under this section may be combined with any filingrequired under the organic law of any domestic eligible entity involved inthe transaction if the combined filing satisfies the requirements of boththis section and the other organic law.

C. In the case of a merger pursuant to § 13.1-719:

1. The articles shall recite that the merger is being effected pursuant to §13.1-719;

2. The articles need only be executed on behalf of the parent corporation; and

3. The certificate of merger shall not be deemed a part of the articles ofincorporation.

(Code 1950, §§ 13.1-72, 13.1-73; 1956, c. 428; 1968, c. 114; 1975, c. 500;1985, c. 522; 1992, c. 575; 2000, c. 53; 2003, c. 597; 2005, c. 765; 2006, c.363; 2009, c. 216; 2010, c. 782.)