A. Unless otherwise provided in the plan of merger or in the laws under which a foreign business trust or a domestic or foreign other business entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been 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 business trust that is a party to the plan without action by its trustees or the holders of beneficial interests in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, by a vote of the trustees and the holders of beneficial interests of the business trust that is equal to or greater than the vote cast for the plan pursuant to § 13.1-1258, subject to any contractual rights of other parties to the plan of merger.

Terms Used In Virginia Code 13.1-1263.1

  • Business trust: includes , without limitation, any of the following entities that conform with subdivisions 1 and 2 of this definition:

    (1) A trust of the type known at common law as a "business trust" or "Massachusetts trust";

    (2) A trust qualifying as a real estate mortgage investment conduit under § 860 D of the United States Internal Revenue Code of 1986, as amended, or under any successor provision;

    (3) A trust qualifying as a real estate investment trust under §§ 856 through 859 of the United States Internal Revenue Code of 1986, as amended, or under any successor provision; or

    (4) A "real estate investment trust" or "trust" created under former Chapter 9 of Title 6 or former Chapter 9 of Title 6. See Virginia Code 13.1-1201

  • Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-1201
  • 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.
  • Entity: includes any domestic or foreign business trust or other business entity, any estate or trust, and any state, the United States, and any foreign government. See Virginia Code 13.1-1201
  • Foreign business trust: means a trust formed under the law of a jurisdiction other than the Commonwealth that would be a business trust if formed under the law of the Commonwealth. See Virginia Code 13.1-1201
  • 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.
  • Other business entity: means a domestic or foreign stock corporation, a nonstock corporation, limited liability company, partnership, or limited partnership. See Virginia Code 13.1-1201
  • Trust: includes a common law trust, business trust, and foreign business trust. See Virginia Code 13.1-1201

B. If a merger is abandoned after 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 date and time 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 business trust and other business entity that is a party to the merger and its jurisdiction of formation and entity type;

2. When the survivor will be a domestic stock or nonstock 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.

2021, Sp. Sess. I, c. 487.

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