Virginia Code > Title 13.1 > Chapter 10 > Article 11 – Merger
Current as of: 2023 | Check for updates
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Other versions
| § 13.1-893.1 | Definitions |
| § 13.1-894 | Merger |
| § 13.1-895 | Action on plan of merger |
| § 13.1-896 | Articles of merger |
| § 13.1-897 | Effect of merger |
| § 13.1-897.1 | Abandonment of a merger |
Terms Used In Virginia Code > Title 13.1 > Chapter 10 > Article 11 - Merger
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Board: means the Board of Housing and Community Development. See Virginia Code 36-131
- Board of directors: means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors. See Virginia Code 13.1-803
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Defendant: In a civil suit, the person complained against; in a criminal case, the person accused of the crime.
- Department: means the Department of Housing and Community Development. See Virginia Code 36-131
- Dependent: A person dependent for support upon another.
- Director: means the Director of the Department of Housing and Community Development. See Virginia Code 36-131
- Document: means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record. See Virginia Code 13.1-803
- domestic corporation: means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11. See Virginia Code 13.1-803
- Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign stock corporation. See Virginia Code 13.1-803
- Eligible interests: means interests or shares. See Virginia Code 13.1-803
- Entity: includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government. See Virginia Code 13.1-803
- Fiscal year: The fiscal year is the accounting period for the government. For the federal government, this begins on October 1 and ends on September 30. The fiscal year is designated by the calendar year in which it ends; for example, fiscal year 2006 begins on October 1, 2005 and ends on September 30, 2006.
- Foreign corporation: means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-803
- governing body: includes both or all of them. See Virginia Code 15.2-2602
- in writing: include any representation of words, letters, symbols, numbers, or figures, whether (i) printed or inscribed on a tangible medium or (ii) stored in an electronic or other medium and retrievable in a perceivable form and whether an electronic signature authorized by Chapter 42. See Virginia Code 1-257
- Interest: means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity:
1. See Virginia Code 13.1-803
- Interest rate: The amount paid by a borrower to a lender in exchange for the use of the lender's money for a certain period of time. Interest is paid on loans or on debt instruments, such as notes or bonds, either at regular intervals or as part of a lump sum payment when the issue matures. Source: OCC
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-803
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
- Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
- Membership interest: means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership. See Virginia Code 13.1-803
- Merger: means a business combination pursuant to § 13. See Virginia Code 13.1-893.1
- Obligation: An order placed, contract awarded, service received, or similar transaction during a given period that will require payments during the same or a future period.
- Organic document: means the document, if any, that is filed of public record to create an unincorporated entity. See Virginia Code 13.1-803
- Organic law: means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-803
- Party to a merger: means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. See Virginia Code 13.1-893.1
- Person: includes an individual and an entity. See Virginia Code 13.1-803
- Person: includes any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or any other legal or commercial entity and any successor, representative, agent, agency, or instrumentality thereof. See Virginia Code 1-230
- Plaintiff: The person who files the complaint in a civil lawsuit.
- Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
- Quorum: The number of legislators that must be present to do business.
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
- United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
- United States: includes any district, authority, bureau, commission, department, or any other agency of the United States. See Virginia Code 13.1-803
- Voting group: means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. See Virginia Code 13.1-803
- written: means any information in the form of a document. See Virginia Code 13.1-803
Virginia Code > Title 13.1 > Chapter 10 > Article 11 – 1. Domestication
Current as of: 2023 | Check for updates
|
Other versions
Terms Used In Virginia Code > Title 13.1 > Chapter 10 > Article 11 - 1. Domestication
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Board: means the Board of Housing and Community Development. See Virginia Code 36-131
- Board of directors: means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors. See Virginia Code 13.1-803
- City: means an independent incorporated community which became a city as provided by law before noon on July 1, 1971, or which has within defined boundaries a population of 5,000 or more and which has become a city as provided by law. See Virginia Code 1-208
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
- Consolidated Plan: means a document setting forth various housing and community development goals, objectives, and strategies to be followed by the Commonwealth in addressing housing and community development conditions in the Commonwealth and serving as the strategic plan for the programs established by the Department and, to the extent and in the manner determined in accordance with § 36-55. See Virginia Code 36-131
- Contract: A legal written agreement that becomes binding when signed.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- County: means any existing county or such unit hereafter created. See Virginia Code 15.2-102
- Deed: The legal instrument used to transfer title in real property from one person to another.
- Department: means the Department of Housing and Community Development. See Virginia Code 36-131
- Director: means the Director of the Department of Housing and Community Development. See Virginia Code 36-131
- Document: means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record. See Virginia Code 13.1-803
- domestic corporation: means a corporation not authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or that, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth or that has become a domestic corporation of the Commonwealth pursuant to Article 11. See Virginia Code 13.1-803
- Domesticated corporation: means the domesticating corporation as it continues in existence after a domestication. See Virginia Code 13.1-898.1:1
- Domesticating corporation: means the domestic corporation that approves a plan of domestication pursuant to § 13. See Virginia Code 13.1-898.1:1
- Domestication: means a transaction pursuant to this article, including domestication of a foreign corporation as a domestic corporation or domestication of a domestic corporation in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name. See Virginia Code 13.1-898.1:1
- Evidence: Information presented in testimony or in documents that is used to persuade the fact finder (judge or jury) to decide the case for one side or the other.
- Foreign corporation: means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-803
- governing body: includes both or all of them. See Virginia Code 15.2-2602
- Includes: means includes, but not limited to. See Virginia Code 1-218
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Lease: A contract transferring the use of property or occupancy of land, space, structures, or equipment in consideration of a payment (e.g., rent). Source: OCC
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
- Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
- Organic law: means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-803
- Precedent: A court decision in an earlier case with facts and law similar to a dispute currently before a court. Precedent will ordinarily govern the decision of a later similar case, unless a party can show that it was wrongly decided or that it differed in some significant way.
- Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
- Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
- Quorum: The number of legislators that must be present to do business.
- real estate: includes lands, tenements and hereditaments, and all rights and appurtenances thereto and interests therein, other than a chattel interest. See Virginia Code 1-219
- Real property: Land, and all immovable fixtures erected on, growing on, or affixed to the land.
- Service of process: The service of writs or summonses to the appropriate party.
- State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
- state agency: means the same as that term is defined in § 2. See Virginia Code 1-206
- Town: means any existing town or an incorporated community within one or more counties which became a town before noon, July one, nineteen hundred seventy-one, as provided by law or which has within defined boundaries a population of 1,000 or more and which has become a town as provided by law. See Virginia Code 15.2-102
- Transact business: includes the conduct of affairs by any corporation that is not organized for profit. See Virginia Code 13.1-803
- United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
- Veto: The procedure established under the Constitution by which the President/Governor refuses to approve a bill or joint resolution and thus prevents its enactment into law. A regular veto occurs when the President/Governor returns the legislation to the house in which it originated. The President/Governor usually returns a vetoed bill with a message indicating his reasons for rejecting the measure. In Congress, the veto can be overridden only by a two-thirds vote in both the Senate and the House.
- Voter: means a qualified voter as defined in § 24. See Virginia Code 15.2-102
- Voting group: means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. See Virginia Code 13.1-803