{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1258.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1258.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1258.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1258.html"}],"law_id":85723,"edition_id":1,"section_id":85723,"structure_id":15307,"section_number":"13.1-1258","catch_line":"Approval","history":"2002, c. 621.","full_text":"A\n\nUnless otherwise provided in the articles of trust or the governing instrument of a business trust, a merger shall be approved by each business trust that is to merge by the affirmative vote of the trustees and the holders of two-thirds of the outstanding beneficial interests of such business trust.B\n\nA merger need be approved only by the trustees of a successor business trust if:1\n\nThe merger does not reclassify or change its outstanding beneficial interests or otherwise amend its articles of trust or governing instrument; and2\n\nThe beneficial interests to be issued or delivered in the merger are not more than twenty percent of the beneficial interests of the same class or series outstanding immediately before the merger becomes effective.C\n\nThe merger shall be approved by any other business entity party to the merger in the manner required by the articles of incorporation or charter, declaration of trust, partnership agreement, or other organizational document of the other business entity and the laws of the jurisdiction where the other business entity is organized.","order_by":null,"text":{"0":{"id":307014,"text":"Unless otherwise provided in the articles of trust or the governing instrument of a business trust, a merger shall be approved by each business trust that is to merge by the affirmative vote of the trustees and the holders of two-thirds of the outstanding beneficial interests of such business trust.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":307015,"text":"A merger need be approved only by the trustees of a successor business trust if:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":307016,"text":"The merger does not reclassify or change its outstanding beneficial interests or otherwise amend its articles of trust or governing instrument; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":307017,"text":"The beneficial interests to be issued or delivered in the merger are not more than twenty percent of the beneficial interests of the same class or series outstanding immediately before the merger becomes effective.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":307018,"text":"The merger shall be approved by any other business entity party to the merger in the manner required by the articles of incorporation or charter, declaration of trust, partnership agreement, or other organizational document of the other business entity and the laws of the jurisdiction where the other business entity is organized.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2"}},"ancestry":[{"id":15307,"edition_id":1,"name":"Merger","identifier":"11","label":"article","depth":3,"order_by":1,"parent_id":12745,"metadata":{},"date_created":"2026-06-26 03:53:48","date_modified":"2026-06-26 03:53:48","permalink":{"id":149177,"object_type":"structure","relational_id":15307,"identifier":"11","token":"13.1\/14\/11","url":"\/13.1\/14\/11\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12745,"edition_id":1,"name":"Virginia Business Trust Act","identifier":"14","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":149111,"object_type":"structure","relational_id":12745,"identifier":"14","token":"13.1\/14","url":"\/13.1\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75677,"structure_id":15307,"section_number":"13.1-1257","catch_line":"Authorization for merger","url":"\/13.1-1257\/","token":"13.1\/14\/11\/13.1-1257","metadata":false},{"id":85723,"structure_id":15307,"section_number":"13.1-1258","catch_line":"Approval","url":"\/13.1-1258\/","token":"13.1\/14\/11\/13.1-1258","metadata":false},{"id":72286,"structure_id":15307,"section_number":"13.1-1259","catch_line":"Exchange of securities; termination or amendment of merger","url":"\/13.1-1259\/","token":"13.1\/14\/11\/13.1-1259","metadata":false},{"id":58276,"structure_id":15307,"section_number":"13.1-1260","catch_line":"Repealed","url":"\/13.1-1260\/","token":"13.1\/14\/11\/13.1-1260","metadata":false},{"id":71717,"structure_id":15307,"section_number":"13.1-1261","catch_line":"Articles of merger","url":"\/13.1-1261\/","token":"13.1\/14\/11\/13.1-1261","metadata":false},{"id":63620,"structure_id":15307,"section_number":"13.1-1262","catch_line":"Governing instrument","url":"\/13.1-1262\/","token":"13.1\/14\/11\/13.1-1262","metadata":false},{"id":72888,"structure_id":15307,"section_number":"13.1-1263","catch_line":"Effect of merger","url":"\/13.1-1263\/","token":"13.1\/14\/11\/13.1-1263","metadata":false},{"id":67995,"structure_id":15307,"section_number":"13.1-1263.1","catch_line":"Abandonment of merger","url":"\/13.1-1263.1\/","token":"13.1\/14\/11\/13.1-1263.1","metadata":false}],"previous_section":{"id":75677,"structure_id":15307,"section_number":"13.1-1257","catch_line":"Authorization for merger","url":"\/13.1-1257\/","token":"13.1\/14\/11\/13.1-1257","metadata":false},"next_section":{"id":72286,"structure_id":15307,"section_number":"13.1-1259","catch_line":"Exchange of securities; termination or amendment of merger","url":"\/13.1-1259\/","token":"13.1\/14\/11\/13.1-1259","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1258\/","history_text":"

This law was first created in 2002. The record of its establishment is cataloged in chapter 621<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":[{"id":67995,"section_number":"13.1-1263.1","catch_line":"Abandonment of merger","order_by":null,"url":"\/13.1-1263.1\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"}],"refers_to":false,"permalink":{"id":149183,"object_type":"law","relational_id":85723,"identifier":"13.1-1258","token":"13.1\/14\/11\/13.1-1258","url":"\/13.1-1258\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1258\/","token":"13.1\/14\/11\/13.1-1258","dublin_core":{"Title":"Approval","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1258","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the articles of trust<\/span> or the governing instrument<\/span> of a business trust<\/span>, a merger shall be approved by each business trust<\/span> that is to merge by the affirmative vote of the trustees<\/span> and the holders of two-thirds of the outstanding beneficial interests of such business trust<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A merger need be approved only by the trustees<\/span> of a successor business trust<\/span> if: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The merger does not reclassify or change its outstanding beneficial interests or otherwise amend<\/span> its articles of trust<\/span> or governing instrument<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The beneficial interests to be issued or delivered in the merger are not more than twenty percent of the beneficial interests of the same class or series outstanding immediately before the merger becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The merger shall be approved by any other business entity<\/span> party<\/span> to the merger in the manner required by the articles of incorporation or charter, declaration of trust, partnership agreement, or other organizational document of the other business entity<\/span> and the laws<\/span> of the jurisdiction<\/span> where the other business entity<\/span> is organized. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAPPROVAL (\u00a7 13.1-1258)\n\nA. Unless otherwise provided in the articles of trust or the governing\ninstrument of a business trust, a merger shall be approved by each business\ntrust that is to merge by the affirmative vote of the trustees and the holders\nof two-thirds of the outstanding beneficial interests of such business trust.\n\nB. A merger need be approved only by the trustees of a successor business trust\nif:\n\n 1. The merger does not reclassify or change its outstanding beneficial\n interests or otherwise amend its articles of trust or governing instrument;\n and\n\n 2. The beneficial interests to be issued or delivered in the merger are not\n more than twenty percent of the beneficial interests of the same class or\n series outstanding immediately before the merger becomes effective.\n\nC. The merger shall be approved by any other business entity party to the merger\nin the manner required by the articles of incorporation or charter, declaration\nof trust, partnership agreement, or other organizational document of the other\nbusiness entity and the laws of the jurisdiction where the other business entity\nis organized.\n\nHISTORY: 2002, c. 621.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}