{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1263.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1263.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1263.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1263.html"}],"law_id":72888,"edition_id":1,"section_id":72888,"structure_id":15307,"section_number":"13.1-1263","catch_line":"Effect of merger","history":"2002, c. 621.","full_text":"When a merger takes effect:\n\n1\n\nThe separate existence of each business trust, corporation, partnership, limited partnership, or limited liability company party to the merger, except the successor, ceases.2\n\nThe shares of beneficial interests of each business trust party to the merger that are to be converted or exchanged under the terms of the merger cease to exist, subject to the rights of an objecting beneficial owner under this article.3\n\nIn addition to any other purposes and powers set forth in the articles of merger, if the articles of merger provide, the successor has the purposes and powers of each party to the merger.4\n\nThe title to all real estate and other property of each party to the merger is vested in the successor business trust without further reservation or impairment.5\n\nThe successor has all the liabilities of each non-surviving party to the merger.6\n\nA governing instrument or an agreement of merger may provide that contractual dissenter’s rights with respect to a beneficial interest in a business trust shall be available for any class or group of beneficial owners or beneficial interests in connection with any amendment of a governing instrument, any merger in which the business trust is a constituent party to the merger or sale of all or substantially all of the business trust’s assets.","order_by":null,"text":{"0":{"id":262620,"text":"When a merger takes effect:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":262621,"text":"The separate existence of each business trust, corporation, partnership, limited partnership, or limited liability company party to the merger, except the successor, ceases.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":262622,"text":"The shares of beneficial interests of each business trust party to the merger that are to be converted or exchanged under the terms of the merger cease to exist, subject to the rights of an objecting beneficial owner under this article.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":262623,"text":"In addition to any other purposes and powers set forth in the articles of merger, if the articles of merger provide, the successor has the purposes and powers of each party to the merger.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":262624,"text":"The title to all real estate and other property of each party to the merger is vested in the successor business trust without further reservation or impairment.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":262625,"text":"The successor has all the liabilities of each non-surviving party to the merger.","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":262626,"text":"A governing instrument or an agreement of merger may provide that contractual dissenter’s rights with respect to a beneficial interest in a business trust shall be available for any class or group of beneficial owners or beneficial interests in connection with any amendment of a governing instrument, any merger in which the business trust is a constituent party to the merger or sale of all or substantially all of the business trust’s assets.","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1263\/","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":false,"refers_to":false,"permalink":{"id":149203,"object_type":"law","relational_id":72888,"identifier":"13.1-1263","token":"13.1\/14\/11\/13.1-1263","url":"\/13.1-1263\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1263\/","token":"13.1\/14\/11\/13.1-1263","dublin_core":{"Title":"Effect of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1263","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

When a merger takes effect:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The separate existence of each business trust<\/span>, corporation, partnership, limited partnership, or limited liability company party<\/span> to the merger, except the successor, ceases. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The shares of beneficial interests of each business trust<\/span> party<\/span> to the merger that are to be converted or exchanged under the terms of the merger cease to exist, subject to the rights of an objecting beneficial owner<\/span> under this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> In addition to any other purposes and powers set forth in the articles of merger, if the articles of merger provide, the successor has the purposes and powers of each party<\/span> to the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The title to all real estate and other property of each party<\/span> to the merger is vested in the successor business trust<\/span> without further reservation or impairment. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The successor has all the liabilities of each non-surviving party<\/span> to the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> A governing instrument<\/span> or an agreement of merger may provide that contractual dissenter’s rights with respect to a beneficial interest in a business trust<\/span> shall be available for any class or group of beneficial owners<\/span> or beneficial interests in connection with any amendment of a governing instrument<\/span>, any merger in which the business trust<\/span> is a constituent party<\/span> to the merger or sale of all or substantially all of the business trust<\/span>’s assets<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF MERGER (\u00a7 13.1-1263)\n\nWhen a merger takes effect:\n\n1. The separate existence of each business trust, corporation, partnership,\nlimited partnership, or limited liability company party to the merger, except\nthe successor, ceases.\n\n2. The shares of beneficial interests of each business trust party to the merger\nthat are to be converted or exchanged under the terms of the merger cease to\nexist, subject to the rights of an objecting beneficial owner under this\narticle.\n\n3. In addition to any other purposes and powers set forth in the articles of\nmerger, if the articles of merger provide, the successor has the purposes and\npowers of each party to the merger.\n\n4. The title to all real estate and other property of each party to the merger\nis vested in the successor business trust without further reservation or\nimpairment.\n\n5. The successor has all the liabilities of each non-surviving party to the\nmerger.\n\n6. A governing instrument or an agreement of merger may provide that contractual\ndissenter’s rights with respect to a beneficial interest in a business\ntrust shall be available for any class or group of beneficial owners or\nbeneficial interests in connection with any amendment of a governing instrument,\nany merger in which the business trust is a constituent party to the merger or\nsale of all or substantially all of the business trust’s assets.\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}}