A. When a merger becomes effective:

Terms Used In Virginia Code 13.1-897

  • Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. 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.
  • 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
  • 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
  • Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
  • Merger: means a business combination pursuant to § 13. See Virginia Code 13.1-893.1
  • 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
  • Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
  • 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 any district, authority, bureau, commission, department, or any other agency of the United States. See Virginia Code 13.1-803

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.

  Previous section
Next section  
 Article 11 Contents