{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1263.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1263.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1263.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1263.1.html"}],"law_id":67995,"edition_id":1,"section_id":67995,"structure_id":15307,"section_number":"13.1-1263.1","catch_line":"Abandonment of merger","history":"2021, Sp. Sess. I, c. 487.","full_text":"A\n\nUnless 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.B\n\nIf 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\n\nThe statement of abandonment shall contain:1\n\nThe 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\n\nWhen 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\n\nThe date on which the articles of merger were filed with the Commission;4\n\nThe date and time on which the Commission’s certificate of merger becomes effective; and5\n\nA statement that the merger is being abandoned in accordance with this section.","order_by":null,"text":{"0":{"id":246198,"text":"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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":246199,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":246200,"text":"The statement of abandonment shall contain:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":246201,"text":"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;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":246202,"text":"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;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":246203,"text":"The date on which the articles of merger were filed with the Commission;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":246204,"text":"The date and time on which the Commission’s certificate of merger becomes effective; and","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":246205,"text":"A statement that the merger is being abandoned in accordance with this section.","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4"}},"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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1263.1\/","history_text":false,"references":false,"refers_to":[{"id":85723,"section_number":"13.1-1258","catch_line":"Approval","order_by":null,"url":"\/13.1-1258\/"}],"permalink":{"id":149207,"object_type":"law","relational_id":67995,"identifier":"13.1-1263.1","token":"13.1\/14\/11\/13.1-1263.1","url":"\/13.1-1263.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1263.1\/","token":"13.1\/14\/11\/13.1-1263.1","dublin_core":{"Title":"Abandonment of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1263.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the plan of merger or in the laws<\/span> under which a foreign business trust<\/span> or a domestic or foreign other business entity<\/span> that is a party<\/span> 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<\/span> that is a party<\/span> to the plan without action by its trustees<\/span> 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<\/span> 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<\/a>, subject to any contractual rights of other parties to the plan of merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If a merger is abandoned after articles of merger have been filed with the Commission<\/span> but before the certificate of merger has become effective, in order<\/span> 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<\/span> for filing prior to the effective time and date of the certificate of merger. If the Commission<\/span> finds that the statement of abandonment complies with the requirements of law<\/span>, it shall issue<\/span> a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission<\/span>, and the merger shall be deemed abandoned and shall not become effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The statement of abandonment shall contain: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of each domestic and foreign business trust<\/span> and other business entity<\/span> that is a party<\/span> to the merger and its jurisdiction of formation<\/span> and entity type; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> 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; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date on which the articles of merger were filed with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date and time on which the Commission<\/span>’s certificate of merger becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the merger is being abandoned in accordance with this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nABANDONMENT OF MERGER (\u00a7 13.1-1263.1)\n\nA. Unless otherwise provided in the plan of merger or in the laws under which a\nforeign business trust or a domestic or foreign other business entity that is a\nparty to a merger is organized or by which it is governed, after a plan of\nmerger has been approved as required by this article, and at any time before the\ncertificate of merger has become effective, the plan may be abandoned by a\ndomestic business trust that is a party to the plan without action by its\ntrustees or the holders of beneficial interests in accordance with any\nprocedures set forth in the plan or, if no procedures are set forth in the plan,\nby a vote of the trustees and the holders of beneficial interests of the\nbusiness trust that is equal to or greater than the vote cast for the plan\npursuant to § 13.1-1258, subject to any contractual rights of other parties\nto the plan of merger.\n\nB. If a merger is abandoned after articles of merger have been filed with the\nCommission but before the certificate of merger has become effective, in order\nfor the certificate of merger to be abandoned, all parties to the plan of merger\nshall sign a statement of abandonment and deliver it to the Commission for\nfiling prior to the effective time and date of the certificate of merger. If the\nCommission finds that the statement of abandonment complies with the\nrequirements of law, it shall issue a certificate of abandonment, effective as\nof the date and time the statement of abandonment was received by the\nCommission, and the merger shall be deemed abandoned and shall not become\neffective.\n\nC. The statement of abandonment shall contain:\n\n 1. The name of each domestic and foreign business trust and other business\n entity that is a party to the merger and its jurisdiction of formation and\n entity type;\n\n 2. When the survivor will be a domestic stock or nonstock corporation created\n by the merger, the name of the survivor set forth in the articles of merger;\n\n 3. The date on which the articles of merger were filed with the Commission;\n\n 4. The date and time on which the Commission’s certificate of merger\n becomes effective; and\n\n 5. A statement that the merger is being abandoned in accordance with this\n section.\n\nHISTORY: 2021, Sp. Sess. I, c. 487.","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}}