Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
§ 13.1-895.1. (Effective January 1, 2027) Merger between parent and subsidiary or between subsidiaries.
A. As used in this section:
"Parent entity" means a domestic or foreign corporation or eligible entity that holds membership interests in a domestic corporation that possess at least 90 percent of the voting power of each class of membership of the domestic corporation that has voting power.
"Subsidiary" means the domestic corporation whose membership interests are owned by a parent entity.
B. A parent entity may merge (i) a subsidiary into itself or another subsidiary or (ii) itself into a subsidiary without the approval of the board of directors or the members of any subsidiary and, if the parent entity is a domestic corporation, without the approval of the members of the parent entity, unless the articles of incorporation of any subsidiary or the articles of incorporation or the organic rules of the parent entity otherwise provide.
C. A parent entity shall be a foreign corporation or eligible entity only if the merger is permitted under the laws by which the foreign corporation or eligible entity is organized.
D. The parent entity shall, within 10 days after the effective date of the merger, notify each of the subsidiary's other members that the merger has become effective.
E. Except as provided in subsections B and C, a merger under this section shall be governed by the provisions of this article applicable to mergers generally.
