West Virginia Code 31D-11-1101 – Definitions
As used in this article:
Terms Used In West Virginia Code 31D-11-1101
- 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 corporations and foreign corporations. See West Virginia Code 31D-1-150
- Foreign corporation: means a corporation for profit incorporated under a law other than the laws of this state. See West Virginia Code 31D-1-150
- Interests: means the proprietary interests in an other entity. See West Virginia Code 31D-11-1101
- Merger: means a business combination pursuant to section one thousand one hundred two of this article. See West Virginia Code 31D-11-1101
- Other entity: means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies and business trusts. See West Virginia Code 31D-11-1101
- Share exchange: means a business combination pursuant to section one thousand one hundred three of this article. See West Virginia Code 31D-11-1101
- Shares: means the units into which the proprietary interests in a corporation are divided. See West Virginia Code 31D-1-150
(a) "Interests" means the proprietary interests in an other entity.
(b) "Merger" means a business combination pursuant to section one thousand one hundred two of this article.
(c) "Organizational documents" means the basic document or documents that create, or determine the internal governance of, an other entity.
(d) "Other entity" means any association or legal entity, other than a domestic or foreign corporation, organized to conduct business, including, but not limited to, limited partnerships, general partnerships, limited liability partnerships, limited liability companies, joint ventures, joint stock companies and business trusts.
(e) "Party to a merger" or "party to a share exchange" means any domestic or foreign corporation or other entity that will either:
(1) Merge under a plan of merger;
(2) Acquire shares or interests of another corporation or an other entity in a share exchange; or
(3) Have all of its shares or interests or all of one or more classes or series of its shares or interests acquired in a share exchange.
(f) "Share exchange" means a business combination pursuant to section one thousand one hundred three of this article.
(g) "Survivor" in a merger means the corporation or other entity into which one or more other corporations or other entities are merged. A survivor of a merger may preexist the merger or be created by the merger.