Virginia Law

Article 11. Merger.

As used in this article:

"Acquired entity" means the domestic or foreign corporation or eligible entity that will have all of one or more classes of its membership interests or eligible interests acquired in an interest exchange.

"Acquiring entity" means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes of membership interests or eligible interests of the acquired entity in an interest exchange.

"Merger" means a business combination pursuant to § 13.1-894.

"New interest holder liability" means interest holder liability of a person, resulting from a merger or interest exchange, that is (i) in respect of an entity that is different from the entity in which the person held membership interests or eligible interests immediately before the merger or interest exchange became effective or (ii) in respect of the same entity as the one in which the person held membership interests or eligible interests immediately before the merger or interest exchange became effective if (a) the person did not have interest holder liability immediately before the merger or interest exchange became effective or (b) the person had interest holder liability immediately before the merger or interest exchange became effective, the terms and conditions of which were changed when the merger or interest exchange became effective.

"Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. Party to a merger does not include a survivor created by the merger.

"Survivor" in a merger means the domestic or foreign corporation or the eligible entity into which one or more other domestic or foreign corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.

2007, c. 925; 2009, c. 216; 2026, cc. 393, 394.

As used in this article:

"Merger" means a business combination pursuant to § 13.1-894.

"Party to a merger" means any domestic or foreign corporation or eligible entity that will merge under a plan of merger.

"Survivor" in a merger means the domestic or foreign corporation or the eligible entity into which one or more other domestic or foreign corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.

2007, c. 925; 2009, c. 216.

A. One or more domestic corporations may merge with one or more domestic or foreign corporations or eligible entities pursuant to a plan of merger, or two or more foreign corporations or domestic or foreign eligible entities may merge, resulting in a survivor that is a domestic corporation created in the merger.

B. A foreign corporation or a foreign eligible entity may be a party to a merger with a domestic corporation, or may be created as the survivor of a merger in which a domestic corporation is a party but only if the merger is permitted by the organic law of the foreign corporation or eligible entity.

C. The plan of merger shall include:

1. As to each party to the merger, its name, jurisdiction of formation, and type of entity;

2. The survivor's name, jurisdiction of formation, and type of entity, and, if the survivor is to be created in the merger, a statement to that effect;

3. The terms and conditions of the merger;

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

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

6. Any amendment to the articles of incorporation of the survivor that is a domestic corporation or if the articles of incorporation are amended and restated, as an attachment to the plan, the survivor's restated articles of incorporation, or if a new domestic corporation is to be created by the merger, as an attachment to the plan, the survivor's articles of incorporation; and

7. Any other provisions required by the laws under which any party to the merger is organized or by which it is governed or required by the articles of incorporation or organic rules of any such party.

D. In addition to the requirements of subsection C, a plan of merger may contain any other provision not prohibited by law.

E. Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection K of § 13.1-804.

F. Unless the plan of merger provides otherwise, a plan of merger may be amended prior to the effective time and date of the certificate of merger, but if the members of a domestic corporation that is a party to the merger are required by any provision of this chapter to vote on the plan, the plan may not be amended subsequent to approval of the plan by such members to change any of the following unless the amendment is subject to the approval of the members:

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

2. The articles of incorporation of any domestic corporation that will be the survivor of the merger, except for changes permitted by subsection B of § 13.1-885; or

3. Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.

Code 1950, § 13.1-240; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2008, c. 509; 2015, c. 611; 2021, Sp. Sess. I, c. 487; 2026, cc. 393, 394.

A. One or more domestic corporations may merge with one or more domestic or foreign corporations or eligible entities pursuant to a plan of merger, or two or more foreign corporations or domestic or foreign eligible entities may merge, resulting in a survivor that is a domestic corporation created in the merger.

B. A foreign corporation or a foreign eligible entity may be a party to a merger with a domestic corporation, or may be created as the survivor of a merger in which a domestic corporation is a party but only if the merger is permitted by the organic law of the foreign corporation or eligible entity.

C. The plan of merger shall include:

1. As to each party to the merger, its name, jurisdiction of formation, and type of entity;

2. The survivor's name, jurisdiction of formation, and type of entity, and, if the survivor is to be created in the merger, a statement to that effect;

3. The terms and conditions of the merger;

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

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

6. Any amendment to the articles of incorporation of the survivor that is a domestic corporation or if the articles of incorporation are amended and restated, as an attachment to the plan, the survivor's restated articles of incorporation, or if a new domestic corporation is to be created by the merger, as an attachment to the plan, the survivor's articles of incorporation; and

7. Any other provisions required by the laws under which any party to the merger is organized or by which it is governed or required by the articles of incorporation or organic document of any such party.

D. In addition to the requirements of subsection C, a plan of merger may contain any other provision not prohibited by law.

E. Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-804.

F. Unless the plan of merger provides otherwise, a plan of merger may be amended prior to the effective time and date of the certificate of merger, but if the members of a domestic corporation that is a party to the merger are required by any provision of this chapter to vote on the plan, the plan may not be amended subsequent to approval of the plan by such members to change any of the following unless the amendment is subject to the approval of the members:

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

2. The articles of incorporation of any domestic corporation that will be the survivor of the merger, except for changes permitted by subsection B of § 13.1-885; or

3. Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.

Code 1950, § 13.1-240; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2008, c. 509; 2015, c. 611; 2021, Sp. Sess. I, c. 487.

A. Through an interest exchange:

1. A domestic corporation may acquire all of the membership interests of one or more classes of members of another domestic or foreign corporation, or all of the eligible interests of one or more classes of eligible interests of a domestic or foreign eligible entity, as well as rights to acquire any such membership interests or eligible interests, in exchange for membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, other property, or any combination of the foregoing, pursuant to a plan of interest exchange; or

2. All of the membership interests of one or more classes of members of a domestic corporation, as well as rights to acquire any such membership interests, may be acquired by another domestic or foreign corporation or other eligible entity, in exchange for membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, other property, or any combination of the foregoing, pursuant to a plan of interest exchange.

B. A foreign corporation or eligible entity shall be a party to an interest exchange only if the interest exchange is permitted by the organic law under which the corporation or eligible entity is organized or by which it is governed.

C. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of an interest exchange, a plan of interest exchange may be adopted and approved, and the interest exchange effectuated, in accordance with the procedures, if any, for a merger.

D. The plan of interest exchange shall include:

1. The name, jurisdiction of formation, and type of entity of each acquired entity and the name, jurisdiction of formation, and type of entity of the acquiring entity;

2. The terms and conditions of the interest exchange;

3. The manner and basis of exchanging membership interests of a domestic or foreign corporation or eligible interests in a domestic or foreign eligible entity whose membership interests or eligible interests will be acquired under the interest exchange into membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, other property, or any combination of the foregoing;

4. The manner and basis for exchanging any rights to acquire membership interests of a domestic or foreign corporation or eligible interests in a domestic or foreign eligible entity whose membership interests or eligible interests will be acquired under the interest exchange into membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, other property, or any combination of the foregoing; and

5. Any other provisions required by the organic law governing any foreign corporation or eligible entity that is a party to the interest exchange or its articles of incorporation or organic rules.

E. In addition to the requirements of subsection D, the plan of interest exchange may contain any other provision not prohibited by law.

F. Terms of a plan of interest exchange may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection K of § 13.1-804.

G. Unless the plan of interest exchange provides otherwise, the plan of interest exchange may be amended prior to the effective date of the certificate of interest exchange, but if the members of a domestic corporation that is a party to the interest exchange are required by any provision of this chapter to vote on the plan, the plan shall not be amended subsequent to approval of the plan by such members to change any of the following, unless the amendment is subject to the approval of the members:

1. The amount or kind of membership interests or other securities, eligible interests, obligations, rights to acquire membership interests, other securities or eligible interests, cash, or other property or any combination of the foregoing to be issued by the corporation or to be received under the plan by the members of the acquired entity; or

2. Any of the other terms or conditions of the plan if the change would adversely affect such members in any material respect.

H. This section does not limit the power of a domestic corporation to acquire membership interests of another domestic or foreign corporation or eligible interests in an eligible entity in a transaction other than an interest exchange.

2026, cc. 393, 394.

A. In the case of a domestic corporation that is (i) a party to a merger, (ii) an acquired entity in an interest exchange, or (iii) the acquiring entity in an interest exchange:

1. The plan of merger or interest exchange shall first be adopted by the board of directors.

2. Except as provided in subsection F, after adopting a plan of merger, the board of directors shall submit the plan to the members for their approval.

The board of directors shall also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall inform the members of the basis for that determination.

B. The board of directors may set conditions for the approval of the plan of merger or interest exchange by the members or the effectiveness of the plan of merger or interest exchange.

C. If the plan of merger or interest exchange is required to be approved by the members, and if the approval is to be given at a meeting, the corporation shall notify each member, whether or not entitled to vote, of the meeting of members at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing domestic or foreign corporation or eligible entity and its members are to receive membership interests or other eligible interests or the right to receive membership interests or other eligible interests in the survivor, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation and bylaws or organic rules of the survivor. If the corporation is to be merged into a domestic or foreign corporation or eligible entity and a new domestic or foreign corporation or eligible entity is to be created pursuant to the merger, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation and bylaws or organic rules of the new corporation or eligible entity.

D. Unless the articles of incorporation or bylaws provide otherwise or the board of directors acting pursuant to subsection B, requires a greater vote, approval of the plan of merger or interest exchange requires the approval of each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation or the bylaws may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the plan of merger or interest exchange at a meeting at which a quorum of the voting group exists.

E. Separate voting by voting groups is required:

1. Except as otherwise provided in the articles of incorporation or bylaws, on a plan of merger by each class of members that:

a. Is to be converted under the plan of merger into membership interests, other securities, eligible interests, obligations, rights to acquire membership interests, other securities, eligible interests, cash, other property, or any combination of the foregoing, or is proposed to be eliminated without being converted into any of the foregoing; or

b. Would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the articles of incorporation, would require action by separate voting groups under § 13.1-887;

2. Except as otherwise provided in the articles of incorporation, on a plan of interest exchange, by each class of members included in the exchange, with each class constituting a separate voting group;

3. On a plan of merger, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger; and

4. On a plan of interest exchange, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of interest exchange.

F. Unless the articles of incorporation otherwise provide, approval by the corporation's members of a plan of merger or interest exchange is not required if:

1. The corporation will survive the merger or is the acquiring corporation in an interest exchange;

2. Except for amendments permitted by § 13.1-885, its articles of incorporation will not be changed; and

3. Each member of the corporation whose membership interests were outstanding immediately before the effective time of the merger or interest exchange will hold the same membership interests with identical preferences, limitations, and rights immediately after the effective time of the merger or interest exchange.

G. If a corporation has not yet issued membership interests and its articles of incorporation or bylaws do not otherwise provide, its board of directors may adopt and approve a plan of merger or interest exchange on behalf of the corporation without member action.

H. If as a result of a merger or interest exchange one or more members of a domestic corporation would become subject to new interest holder liability, approval of the plan of merger or interest exchange shall require the signing in connection with the transaction, by each such member of a separate written consent to become subject to such new interest holder liability, unless in the case of a member that already has interest holder liability with respect to such domestic corporation, (i) the new interest holder liability is with respect to a domestic or foreign corporation, which may be a different or the same domestic corporation in which the person is a member, and (ii) the terms and conditions of the new interest holder liability are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability.

Code 1950, § 13.1-242; 1956, c. 428; 1985, c. 522; 2002, c. 607; 2007, c. 925; 2015, c. 611; 2026, cc. 393, 394.

A. In the case of a domestic corporation that is a party to a merger, where the members of any merging corporation have voting rights the plan of merger shall be adopted by the board of directors. Except as provided in subsection F, after adopting a plan of merger, the board of directors shall submit the plan to the members for their approval.

The board of directors shall also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination.

B. The board of directors may condition its submission of the plan of merger to the members on any basis.

C. If the plan of merger is required to be approved by the members, and if the approval is to be given at a meeting, the corporation shall notify each member, whether or not entitled to vote, of the meeting of members at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing domestic or foreign corporation or eligible entity and its members are to receive membership or other interests in the surviving corporation or eligible entity, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation or organic document of that corporation or eligible entity. If the corporation is to be merged into a domestic or foreign corporation or eligible entity that is to be created pursuant to the merger and its members are to receive membership or other interests in the surviving corporation or eligible entity, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation or organic document of the new domestic or foreign corporation or eligible entity.

D. Unless the articles of incorporation or the board of directors acting pursuant to subsection B, requires a greater vote, the plan of merger to be authorized shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes cast by that voting group at a meeting at which a quorum of the voting group exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group exists.

E. Separate voting by voting groups is required:

1. On a plan of merger by each class of members:

a. Whose membership interests are to be converted under the plan of merger into membership interests in a different domestic or foreign corporation, or eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash, other property, or any combination of the foregoing; or

b. Who would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the articles of incorporation, would require action by separate voting groups under § 13.1-887.

2. On a plan of merger, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger.

F. Unless the articles of incorporation otherwise provide, approval by the corporation's members of a plan of merger is not required if:

1. The corporation will survive the merger;

2. Except for amendments permitted by subsection B of § 13.1-885, its articles of incorporation will not be changed; and

3. Each person who is a member of the corporation immediately before the effective time of the merger will retain the same membership interest with identical designation, preferences, limitations, and rights immediately after the effective time of the merger.

G. Where any merging corporation has no members, or no members having voting rights, a plan of merger shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.

H. If as a result of a merger one or more members of a domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger shall require the execution by each member of a separate written consent to become subject to such owner liability.

Code 1950, § 13.1-242; 1956, c. 428; 1985, c. 522; 2002, c. 607; 2007, c. 925; 2015, c. 611.

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.

2026, cc. 393, 394.

A. After a plan of merger or interest exchange has been adopted and approved as required by this chapter, the corporation shall deliver to the Commission for filing articles of merger or interest exchange signed on behalf of each party to the merger or interest exchange that set forth:

1. The plan of merger or interest exchange;

2. The date the plan of merger or interest exchange was adopted or approved by each domestic corporation that was a party to the merger or interest exchange;

3. If the plan of merger or interest exchange required approval by the members of a domestic corporation that was a party to the merger or interest exchange, either:

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

b. A statement that the plan was submitted to the members by the board of directors in accordance with this chapter, and was duly approved by the members in the manner required by this chapter and the articles of incorporation or bylaws.

4. If the plan of merger or interest exchange was adopted by the board of directors without approval by the members of a domestic corporation that was a party to the merger or interest exchange, a statement that the plan of merger or interest exchange was duly approved by the board of directors, including the reason member approval was not required; and

5. As to each foreign corporation or foreign eligible entity that was a party to the merger or interest exchange, a statement that the participation of the foreign corporation or foreign eligible entity was duly authorized as required by its organic law.

B. Articles of merger or interest exchange shall be delivered to the Commission for filing by the survivor of the merger or the acquiring corporation in an interest exchange. If the Commission finds that the articles of merger or interest exchange comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger or interest exchange. Articles of merger or interest exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.

Code 1950, §§ 13.1-243, 13.1-244; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2000, c. 53; 2003, c. 597; 2007, c. 925; 2009, c. 216; 2026, cc. 393, 394.

A. After a plan of merger has been adopted and approved as required by this Act, articles of merger shall be executed on behalf of each party to the merger. The articles shall set forth:

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

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

3. The date the plan of merger was adopted by each domestic corporation that was a party to the merger;

4. If the plan of merger required approval by the members of a domestic corporation that was a party to the merger, either:

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

b. A statement that the plan was submitted to the members by the board of directors in accordance with this Act, and a statement of:

(1) The designation of and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and

(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.

5. If the plan of merger was adopted by the directors without approval by the members of a domestic corporation that was a party to the merger, a statement that the plan of merger was duly approved by the vote of a majority of the directors in office, including the reason member approval was not required; and

6. As to each foreign corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.

B. Articles of merger shall be filed with the Commission by the survivor of the merger. If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.

Code 1950, §§ 13.1-243, 13.1-244; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2000, c. 53; 2003, c. 597; 2007, c. 925; 2009, c. 216.

A. When a merger becomes effective:

1. The domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence as the case may be;

2. The separate existence of every domestic or foreign corporation or eligible entity that is merged into the survivor ceases;

3. All property owned by and every contract right possessed by each domestic or foreign corporation or eligible entity that merges into the survivor is vested in the survivor without transfer, reversion, or impairment;

4. All debts, obligations, and liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are debts, obligations, or liabilities of the survivor;

5. The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

6. If the survivor is a domestic corporation, the articles of incorporation and bylaws of the survivor are amended to the extent provided in the plan of merger;

7. The articles of incorporation and bylaws of a survivor that is a domestic corporation created by the merger become effective;

8. The membership interests of each domestic or foreign corporation that is a party to the merger and the eligible interests in a domestic or foreign eligible entity that is a party to the merger that are to be converted under the plan of merger into membership interests, other securities, eligible interests, obligations, rights to acquire membership interests, other securities, eligible interests, cash, other property, or any combination of the foregoing, are converted, and the former holders of such membership interests or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under the organic law governing the foreign corporation or domestic or foreign eligible entity;

9. Except as provided by law or the plan of merger, all the rights, privileges, franchises, and immunities of each entity that was a party to the merger, other than the survivor, are the rights, privileges, franchises, and immunities of the survivor; and

10. If the survivor existed before the merger:

a. All the property and contract rights of the survivor remain its property and contract rights without transfer, reversion, or impairment;

b. The survivor remains subject to all its debts, obligations, and other liabilities; and

c. Except as provided by law or the plan of merger, the survivor continues to hold all of its rights, privileges, franchises, and immunities.

B. When an interest exchange becomes effective, the membership interests or eligible interests in the acquired entity that are to be exchanged for membership interests and other securities, eligible interests, obligations, rights to acquire membership interests, other securities, eligible interests, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of interest exchange or to any rights they may have under the organic law governing the acquired entity.

C. Except as otherwise provided in the articles of incorporation or the bylaws of a domestic corporation or the organic law governing or organic rules of a foreign corporation or a domestic or foreign eligible entity, the effect of a merger or interest exchange on interest holder liability is as follows:

1. A person who becomes subject to a new interest holder liability in respect of an entity as a result of a merger or interest exchange shall have that new interest holder liability only in respect of interest holder liabilities that arise after the merger or interest exchange becomes effective.

2. If a person had interest holder liability with respect to a party to the merger or the acquired entity before the merger or interest exchange becomes effective with respect to membership interests or eligible interests of such party or acquired entity that were (i) exchanged in the merger or interest exchange; (ii) were canceled in the merger; or (iii) the terms and conditions of which relating to interest holder liability were amended pursuant to the merger:

a. The merger or interest exchange does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the merger or interest exchange becomes effective.

b. The provisions of the organic law governing any entity for which the person had that prior interest holder liability shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision a, as if the merger or interest exchange had not occurred.

c. The person shall have such rights of contribution from other persons as are provided by the organic law governing the entity for which the person had that prior interest holder liability with respect to any interest holder liabilities preserved by subdivision a, as if the merger or interest exchange had not occurred.

d. The person shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the merger or interest exchange becomes effective.

3. If a person has interest holder liability both before and after a merger becomes effective with unchanged terms and conditions with respect to the entity that is the survivor by reason of owning the same membership interests or eligible interests before and after the merger becomes effective, the merger has no effect on such interest holder liability.

4. An interest exchange has no effect on interest holder liability related to membership interests or eligible interests of the acquired entity that were not exchanged in the interest exchange.

D. No corporation that is required by law to be a domestic corporation may, by merger, cease to be a domestic corporation, but every such corporation, even though a corporation of some other state, the United States, or another country, shall also be a domestic corporation of the Commonwealth.

E. Upon a merger becoming effective, a foreign corporation or foreign eligible entity that is the survivor of a merger is deemed to appoint the clerk of the Commission as its agent for service of process in a proceeding to enforce the rights of members of each domestic corporation that is a party to the merger.

F. Except as provided in the organic law governing a party to a merger or in its articles of incorporation, bylaws, or organic rules, the merger does not give rise to any rights that a third party would have upon a dissolution, liquidation, or winding up of that party. The merger does not require a party to the merger to wind up the affairs of that party and does not constitute or cause its dissolution, termination, or cancellation.

G. A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to an entity that is a party to a merger that is not the survivor and that takes effect or remains payable after the merger inures to the survivor.

H. A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the survivor after a merger becomes effective.

Code 1950, § 13.1-245; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925; 2026, cc. 393, 394.

A. When a merger becomes effective:

1. The domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence as the case may be;

2. The separate existence of every domestic or foreign corporation or eligible entity that is merged into the survivor ceases;

3. Property owned by and, except to the extent that assignment would violate a contractual prohibition on assignment by operation of law, every contract right possessed by each domestic or foreign corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;

4. All liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are vested in the survivor;

5. The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;

6. The articles of incorporation or organic document of the survivor is amended to the extent provided in the plan of merger;

7. The articles of incorporation or organic document of a survivor that is created by the merger becomes effective; and

8. The membership interests of each domestic or foreign corporation that is a party to the merger and the eligible interests in an eligible entity that is a party to the merger that are to be converted under the plan of merger into membership interests, eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holders of such membership interests or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under the organic law of the eligible entity.

B. Upon a merger's becoming effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is deemed to appoint the clerk of the Commission as its agent for service of process in a proceeding to enforce the rights of members of each domestic corporation that is a party to the merger.

C. No corporation that is required by law to be a domestic corporation may, by merger, cease to be a domestic corporation, but every such corporation, even though a corporation of some other state, the United States, or another country, shall also be a domestic corporation of the Commonwealth.

Code 1950, § 13.1-245; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.

A. Unless otherwise provided in a plan of merger or interest exchange or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger or interest exchange is organized or by which it is governed, after a plan of merger or interest exchange has been adopted and approved as required by this article, and at any time before the certificate of merger or interest exchange has become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by members in accordance with any procedures set forth in the plan of merger or interest exchange or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the plan of merger or interest exchange.

B. If a merger or interest exchange is abandoned after the articles of merger or interest exchange have been filed with the Commission but before the certificate of merger or interest exchange has become effective, in order for the certificate of merger or interest exchange to be canceled, all parties to the plan of merger or interest exchange shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger or interest exchange. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the time and date the statement of abandonment was received by the Commission, and the merger shall be deemed abandoned and shall not become effective.

C. The statement of abandonment shall contain:

1. The name of each domestic and foreign corporation and eligible entity that is a party to the merger and its jurisdiction of formation and entity type;

2. When the survivor will be a domestic corporation or domestic stock corporation created by the merger, the name of the survivor set forth in the articles of merger;

3. The date on which the articles of merger or interest exchange were filed with the Commission;

4. The date and time on which the Commission's certificate of merger or interest exchange becomes effective; and

5. A statement that the merger or interest exchange is being abandoned in accordance with this section.

2007, c. 925; 2021, Sp. Sess. I, c. 487; 2026, cc. 393, 394.

A. Unless otherwise provided in the plan of merger or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been adopted and approved as required by this article, and at any time before the certificate of merger has become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its members in accordance with any procedures set forth in the plan of merger or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the plan of merger.

B. If a merger is abandoned after the articles of merger have been filed with the Commission but before the certificate of merger has become effective, in order for the certificate of merger to be abandoned, all parties to the plan of merger shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the time and date the statement of abandonment was received by the Commission, and the merger shall be deemed abandoned and shall not become effective.

C. The statement of abandonment shall contain:

1. The name of each domestic and foreign corporation and eligible entity that is a party to the merger and its jurisdiction of formation and entity type;

2. When the survivor will be a domestic corporation or domestic stock corporation created by the merger, the name of the survivor set forth in the articles of merger;

3. The date on which the articles of merger were filed with the Commission;

4. The date and time on which the Commission's certificate of merger becomes effective; and

5. A statement that the merger is being abandoned in accordance with this section.

2007, c. 925; 2021, Sp. Sess. I, c. 487.

Repealed by Acts 2007, c. 925, cl. 2.