{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-604.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-604.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-604.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-604.1.html"}],"law_id":79230,"edition_id":1,"section_id":79230,"structure_id":15522,"section_number":"13.1-604.1","catch_line":"Filings with the Commission pursuant to reorganization","history":"1988, c. 194; 2005, c. 765; 2012, c. 130; 2019, c. 734.","full_text":"A\n\nNotwithstanding anything to the contrary contained in § 13.1-604, 13.1-619, 13.1-707, 13.1-718, 13.1-722.4, 13.1-722.11, or 13.1-742, whenever, pursuant to any applicable statute of the United States relating to reorganizations of corporations, a plan of reorganization of a corporation has been confirmed by the decree or order of a court of competent jurisdiction, the corporation may put into effect and carry out the plan and decrees of the court relative thereto, (i) through one or more amendments to the corporation’s articles of incorporation containing terms and conditions permitted by this chapter; (ii) through a plan of merger, share exchange, domestication, or conversion; or (iii) through dissolution or termination, without action by the board of directors or shareholders to carry out the plan of reorganization ordered or decreed by such court of competent jurisdiction under federal statute.B\n\nThe individual or individuals designated by the court shall file with the Commission articles of amendment, merger, share exchange, domestication, conversion, dissolution, or termination, which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:1\n\nThe name of the corporation;2\n\nAny provision relating to the amendment or amendments; plan of merger, share exchange, domestication, or conversion; or dissolution or termination approved by the court;3\n\nThe name of the court and the date of the court’s order or decree approving the amendment, plan of merger, share exchange, domestication, conversion, dissolution, or termination;4\n\nThe title and case number, if any, of the reorganization proceeding in which the order or decree was entered; and5\n\nA statement that the court had jurisdiction of the proceeding under federal statute.C\n\nIf the Commission finds that the articles of amendment, merger, share exchange, domestication, conversion, dissolution, or termination comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, merger, share exchange, domestication, conversion, dissolution, or termination.D\n\nThis section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.","order_by":null,"text":{"0":{"id":283678,"text":"Notwithstanding anything to the contrary contained in § 13.1-604, 13.1-619, 13.1-707, 13.1-718, 13.1-722.4, 13.1-722.11, or 13.1-742, whenever, pursuant to any applicable statute of the United States relating to reorganizations of corporations, a plan of reorganization of a corporation has been confirmed by the decree or order of a court of competent jurisdiction, the corporation may put into effect and carry out the plan and decrees of the court relative thereto, (i) through one or more amendments to the corporation’s articles of incorporation containing terms and conditions permitted by this chapter; (ii) through a plan of merger, share exchange, domestication, or conversion; or (iii) through dissolution or termination, without action by the board of directors or shareholders to carry out the plan of reorganization ordered or decreed by such court of competent jurisdiction under federal statute.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":283679,"text":"The individual or individuals designated by the court shall file with the Commission articles of amendment, merger, share exchange, domestication, conversion, dissolution, or termination, which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":283680,"text":"The name of the corporation;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":283681,"text":"Any provision relating to the amendment or amendments; plan of merger, share exchange, domestication, or conversion; or dissolution or termination approved by the court;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":283682,"text":"The name of the court and the date of the court’s order or decree approving the amendment, plan of merger, share exchange, domestication, conversion, dissolution, or termination;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":283683,"text":"The title and case number, if any, of the reorganization proceeding in which the order or decree was entered; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":283684,"text":"A statement that the court had jurisdiction of the proceeding under federal statute.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":283685,"text":"If the Commission finds that the articles of amendment, merger, share exchange, domestication, conversion, dissolution, or termination comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, merger, share exchange, domestication, conversion, dissolution, or termination.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"8":{"id":283686,"text":"This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":15522,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:55:49","date_modified":"2026-06-26 03:55:49","permalink":{"id":150165,"object_type":"structure","relational_id":15522,"identifier":"1","token":"13.1\/9\/1","url":"\/13.1\/9\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","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":62759,"structure_id":15522,"section_number":"13.1-601","catch_line":"Short title","url":"\/13.1-601\/","token":"13.1\/9\/1\/13.1-601","metadata":false},{"id":81530,"structure_id":15522,"section_number":"13.1-602","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-602\/","token":"13.1\/9\/1\/13.1-602","metadata":false},{"id":83518,"structure_id":15522,"section_number":"13.1-603","catch_line":"Definitions","url":"\/13.1-603\/","token":"13.1\/9\/1\/13.1-603","metadata":false},{"id":81223,"structure_id":15522,"section_number":"13.1-604","catch_line":"Filing requirements","url":"\/13.1-604\/","token":"13.1\/9\/1\/13.1-604","metadata":false},{"id":79230,"structure_id":15522,"section_number":"13.1-604.1","catch_line":"Filings with the Commission pursuant to reorganization","url":"\/13.1-604.1\/","token":"13.1\/9\/1\/13.1-604.1","metadata":false},{"id":71146,"structure_id":15522,"section_number":"13.1-605","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-605\/","token":"13.1\/9\/1\/13.1-605","metadata":false},{"id":70454,"structure_id":15522,"section_number":"13.1-606","catch_line":"Effective time and date of document","url":"\/13.1-606\/","token":"13.1\/9\/1\/13.1-606","metadata":false},{"id":64529,"structure_id":15522,"section_number":"13.1-607","catch_line":"Correcting filed articles","url":"\/13.1-607\/","token":"13.1\/9\/1\/13.1-607","metadata":false},{"id":76071,"structure_id":15522,"section_number":"13.1-608","catch_line":"Evidentiary effect of copy of filed document","url":"\/13.1-608\/","token":"13.1\/9\/1\/13.1-608","metadata":false},{"id":72852,"structure_id":15522,"section_number":"13.1-609","catch_line":"Certificate of good standing","url":"\/13.1-609\/","token":"13.1\/9\/1\/13.1-609","metadata":false},{"id":82388,"structure_id":15522,"section_number":"13.1-610","catch_line":"Notices and other communications","url":"\/13.1-610\/","token":"13.1\/9\/1\/13.1-610","metadata":false},{"id":70102,"structure_id":15522,"section_number":"13.1-610.1","catch_line":"Householding","url":"\/13.1-610.1\/","token":"13.1\/9\/1\/13.1-610.1","metadata":false},{"id":72196,"structure_id":15522,"section_number":"13.1-611","catch_line":"Number of shareholders","url":"\/13.1-611\/","token":"13.1\/9\/1\/13.1-611","metadata":false},{"id":59175,"structure_id":15522,"section_number":"13.1-612","catch_line":"Penalty for signing false document","url":"\/13.1-612\/","token":"13.1\/9\/1\/13.1-612","metadata":false},{"id":83010,"structure_id":15522,"section_number":"13.1-613","catch_line":"Unlawful to transact or offer to transact business as a corporation unless authorized","url":"\/13.1-613\/","token":"13.1\/9\/1\/13.1-613","metadata":false},{"id":66358,"structure_id":15522,"section_number":"13.1-614","catch_line":"Hearing and finality of Commission action; injunctions","url":"\/13.1-614\/","token":"13.1\/9\/1\/13.1-614","metadata":false}],"previous_section":{"id":81223,"structure_id":15522,"section_number":"13.1-604","catch_line":"Filing requirements","url":"\/13.1-604\/","token":"13.1\/9\/1\/13.1-604","metadata":false},"next_section":{"id":71146,"structure_id":15522,"section_number":"13.1-605","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-605\/","token":"13.1\/9\/1\/13.1-605","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-604.1\/","history_text":"

This law was first created in 1988. The record of its establishment is cataloged in chapter 194 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. Unfortunately, the 1988 \u201cActs\u201d aren\u2019t available online. It has been modified 3 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2005, chapter 765<\/a>; in 2012, chapter 130<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":67185,"section_number":"56-9","catch_line":"Sale of public service corporation under deed of trust; how purchaser may form new corporation","order_by":null,"url":"\/56-9\/"}],"refers_to":[{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"},{"id":66733,"section_number":"13.1-619","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-619\/"},{"id":82695,"section_number":"13.1-707","catch_line":"Amendment of articles of incorporation by the board of directors and shareholders","order_by":null,"url":"\/13.1-707\/"},{"id":78280,"section_number":"13.1-718","catch_line":"Action on a plan of merger or share exchange","order_by":null,"url":"\/13.1-718\/"},{"id":65437,"section_number":"13.1-722.11","catch_line":"Action on plan of conversion","order_by":null,"url":"\/13.1-722.11\/"},{"id":64693,"section_number":"13.1-722.4","catch_line":"Repealed","order_by":null,"url":"\/13.1-722.4\/"},{"id":78573,"section_number":"13.1-742","catch_line":"Dissolution by directors and shareholders","order_by":null,"url":"\/13.1-742\/"}],"permalink":{"id":150183,"object_type":"law","relational_id":79230,"identifier":"13.1-604.1","token":"13.1\/9\/1\/13.1-604.1","url":"\/13.1-604.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-604.1\/","token":"13.1\/9\/1\/13.1-604.1","dublin_core":{"Title":"Filings with the Commission pursuant to reorganization","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-604.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Notwithstanding anything to the contrary contained in § 13.1-604<\/a>, 13.1-619<\/a>, 13.1-707<\/a>, 13.1-718<\/a>, 13.1-722.4<\/a>, 13.1-722.11<\/a>, or 13.1-742<\/a>, whenever, pursuant to any applicable statute<\/span> of the United States<\/span> relating to reorganizations of corporations<\/span>, a plan of reorganization of a corporation<\/span> has been confirmed by the decree<\/span> or order<\/span> of a court<\/span> of competent jurisdiction<\/span>, the corporation<\/span> may put into effect and carry out the plan and decrees<\/span> of the court<\/span> relative thereto, (i) through one or more amendments to the corporation<\/span>’s articles of incorporation<\/span> containing terms and conditions permitted by this chapter; (ii) through a plan of merger<\/span>, share exchange<\/span>, domestication, or conversion; or (iii) through dissolution or termination, without action by the board of directors or shareholders<\/span> to carry out the plan of reorganization ordered or decreed by such court<\/span> of competent jurisdiction<\/span> under federal statute<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The individual<\/span> or individuals<\/span> designated by the court<\/span> shall file with the Commission<\/span> articles of amendment, merger<\/span>, share exchange<\/span>, domestication, conversion, dissolution, or termination, which, in addition to the matters otherwise required or permitted by law<\/span> to be set forth therein, shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any provision relating to the amendment or amendments; plan of merger<\/span>, share exchange<\/span>, domestication, or conversion; or dissolution or termination approved by the court<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The name of the court<\/span> and the date of the court<\/span>’s order<\/span> or decree<\/span> approving the amendment, plan of merger<\/span>, share exchange<\/span>, domestication, conversion, dissolution, or termination; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The title and case number, if any, of the reorganization proceeding<\/span> in which the order<\/span> or decree<\/span> was entered; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the court<\/span> had jurisdiction<\/span> of the proceeding<\/span> under federal statute<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the Commission<\/span> finds that the articles of amendment, merger<\/span>, share exchange<\/span>, domestication, conversion, dissolution, or termination comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of amendment, merger<\/span>, share exchange<\/span>, domestication, conversion, dissolution, or termination. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> This section does not apply after entry of a final decree<\/span> in the reorganization proceeding<\/span> even though the court<\/span> retains jurisdiction<\/span> of the proceeding<\/span> for limited purposes unrelated to consummation of the reorganization plan. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFILINGS WITH THE COMMISSION PURSUANT TO REORGANIZATION (\u00a7 13.1-604.1)\n\nA. Notwithstanding anything to the contrary contained in § 13.1-604,\n13.1-619, 13.1-707, 13.1-718, 13.1-722.4, 13.1-722.11, or 13.1-742, whenever,\npursuant to any applicable statute of the United States relating to\nreorganizations of corporations, a plan of reorganization of a corporation has\nbeen confirmed by the decree or order of a court of competent jurisdiction, the\ncorporation may put into effect and carry out the plan and decrees of the court\nrelative thereto, (i) through one or more amendments to the corporation’s\narticles of incorporation containing terms and conditions permitted by this\nchapter; (ii) through a plan of merger, share exchange, domestication, or\nconversion; or (iii) through dissolution or termination, without action by the\nboard of directors or shareholders to carry out the plan of reorganization\nordered or decreed by such court of competent jurisdiction under federal\nstatute.\n\nB. The individual or individuals designated by the court shall file with the\nCommission articles of amendment, merger, share exchange, domestication,\nconversion, dissolution, or termination, which, in addition to the matters\notherwise required or permitted by law to be set forth therein, shall set forth:\n\n 1. The name of the corporation;\n\n 2. Any provision relating to the amendment or amendments; plan of merger,\n share exchange, domestication, or conversion; or dissolution or termination\n approved by the court;\n\n 3. The name of the court and the date of the court’s order or decree\n approving the amendment, plan of merger, share exchange, domestication,\n conversion, dissolution, or termination;\n\n 4. The title and case number, if any, of the reorganization proceeding in\n which the order or decree was entered; and\n\n 5. A statement that the court had jurisdiction of the proceeding under federal\n statute.\n\nC. If the Commission finds that the articles of amendment, merger, share\nexchange, domestication, conversion, dissolution, or termination comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of amendment, merger, share exchange, domestication, conversion,\ndissolution, or termination.\n\nD. This section does not apply after entry of a final decree in the\nreorganization proceeding even though the court retains jurisdiction of the\nproceeding for limited purposes unrelated to consummation of the reorganization\nplan.\n\nHISTORY: 1988, c. 194; 2005, c. 765; 2012, c. 130; 2019, c. 734.","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}}