{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-715.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-715.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-715.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-715.1.html"}],"law_id":85057,"edition_id":1,"section_id":85057,"structure_id":16429,"section_number":"13.1-715.1","catch_line":"Definitions","history":"2005, c. 765; 2019, c. 734.","full_text":"As used in this article:\n\t\t“Acquired entity” means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of shares or eligible interests acquired in a share exchange.\n\t\t“Acquiring entity” means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange.\n\t\t“Merger” means a business combination pursuant to \u00a7 13.1-716.\n\t\t“New interest holder liability” means interest holder liability of a person, resulting from a merger or share exchange, that is (i) in respect of an entity which is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective or (ii) in respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if (a) the person did not have interest holder liability immediately before the merger or share exchange became effective or (b) the person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.\n\t\t“Party to a merger” means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. “Party to a merger” does not include a survivor created by the merger.\n\t\t“Party to a share exchange” means any domestic or foreign corporation or eligible entity that is an acquired entity or an acquiring entity under a plan of share exchange.\n\t\t“Survivor” in a merger means the domestic or foreign corporation or the eligible entity into which one or more other domestic or foreign corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.","order_by":null,"text":{"0":{"id":304851,"text":"As used in this article:\n\t\t“Acquired entity” means the domestic or foreign corporation or eligible entity that will have all of one or more classes or series of shares or eligible interests acquired in a share exchange.\n\t\t“Acquiring entity” means the domestic or foreign corporation or eligible entity that will acquire all of one or more classes or series of shares or eligible interests of the acquired entity in a share exchange.\n\t\t“Merger” means a business combination pursuant to \u00a7 13.1-716.\n\t\t“New interest holder liability” means interest holder liability of a person, resulting from a merger or share exchange, that is (i) in respect of an entity which is different from the entity in which the person held shares or eligible interests immediately before the merger or share exchange became effective or (ii) in respect of the same entity as the one in which the person held shares or eligible interests immediately before the merger or share exchange became effective if (a) the person did not have interest holder liability immediately before the merger or share exchange became effective or (b) the person had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.\n\t\t“Party to a merger” means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. “Party to a merger” does not include a survivor created by the merger.\n\t\t“Party to a share exchange” means any domestic or foreign corporation or eligible entity that is an acquired entity or an acquiring entity under a plan of share exchange.\n\t\t“Survivor” in a merger means the domestic or foreign corporation or the eligible entity into which one or more other domestic or foreign corporations or eligible entities are merged. A survivor of a merger may preexist the merger or be created by the merger.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":16429,"edition_id":1,"name":"Mergers and Share Exchanges","identifier":"12","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 04:17:39","date_modified":"2026-06-26 04:17:39","permalink":{"id":150357,"object_type":"structure","relational_id":16429,"identifier":"12","token":"13.1\/9\/12","url":"\/13.1\/9\/12\/","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":85057,"structure_id":16429,"section_number":"13.1-715.1","catch_line":"Definitions","url":"\/13.1-715.1\/","token":"13.1\/9\/12\/13.1-715.1","metadata":false},{"id":73648,"structure_id":16429,"section_number":"13.1-716","catch_line":"Merger","url":"\/13.1-716\/","token":"13.1\/9\/12\/13.1-716","metadata":false},{"id":82947,"structure_id":16429,"section_number":"13.1-717","catch_line":"Share exchange","url":"\/13.1-717\/","token":"13.1\/9\/12\/13.1-717","metadata":false},{"id":78280,"structure_id":16429,"section_number":"13.1-718","catch_line":"Action on a plan of merger or share exchange","url":"\/13.1-718\/","token":"13.1\/9\/12\/13.1-718","metadata":false},{"id":76745,"structure_id":16429,"section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","url":"\/13.1-719\/","token":"13.1\/9\/12\/13.1-719","metadata":false},{"id":69231,"structure_id":16429,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","url":"\/13.1-719.1\/","token":"13.1\/9\/12\/13.1-719.1","metadata":false},{"id":68388,"structure_id":16429,"section_number":"13.1-720","catch_line":"Articles of merger or share exchange","url":"\/13.1-720\/","token":"13.1\/9\/12\/13.1-720","metadata":false},{"id":71539,"structure_id":16429,"section_number":"13.1-721","catch_line":"Effect of merger or share exchange","url":"\/13.1-721\/","token":"13.1\/9\/12\/13.1-721","metadata":false},{"id":76924,"structure_id":16429,"section_number":"13.1-721.1","catch_line":"Abandonment of a merger or share exchange","url":"\/13.1-721.1\/","token":"13.1\/9\/12\/13.1-721.1","metadata":false}],"next_section":{"id":73648,"structure_id":16429,"section_number":"13.1-716","catch_line":"Merger","url":"\/13.1-716\/","token":"13.1\/9\/12\/13.1-716","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-715.1\/","history_text":"

This law was first created in 2005. The record of its establishment is cataloged in chapter 765<\/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. It has been modified 1 time. 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. That modification is as follows: in 2019, chapter 734<\/a>.<\/p>","references":[{"id":71172,"section_number":"13.1-350","catch_line":"Revocation of election to be governed as worker cooperative; limitation on mergers","order_by":null,"url":"\/13.1-350\/"},{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"},{"id":85315,"section_number":"13.1-728.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-728.1\/"},{"id":78022,"section_number":"13.1-741.1","catch_line":"Limitations on other remedies for fundamental transactions","order_by":null,"url":"\/13.1-741.1\/"},{"id":58285,"section_number":"38.2-1000","catch_line":"Incorporation of domestic stock insurers","order_by":null,"url":"\/38.2-1000\/"},{"id":76800,"section_number":"38.2-1017","catch_line":"Applicability of Title 13.1","order_by":null,"url":"\/38.2-1017\/"},{"id":77620,"section_number":"50-73.128","catch_line":"Merger of partnerships","order_by":null,"url":"\/50-73.128\/"},{"id":83653,"section_number":"50-73.48:1","catch_line":"Merger","order_by":null,"url":"\/50-73.48_1\/"},{"id":54774,"section_number":"54.1-2353","catch_line":"Protection of the interests of associations; appointment of receiver for common interest community manager","order_by":null,"url":"\/54.1-2353\/"},{"id":61378,"section_number":"6.2-1205","catch_line":"Merger, consolidation or transfer of assets of insolvent or financially unstable savings institution; notice and hearing; final order; priorities; examinations of resulting institutions","order_by":null,"url":"\/6.2-1205\/"},{"id":63809,"section_number":"6.2-822","catch_line":"Merger and share exchange by state banks","order_by":null,"url":"\/6.2-822\/"},{"id":75360,"section_number":"6.2-850","catch_line":"Authority to branch outside the Commonwealth by merger","order_by":null,"url":"\/6.2-850\/"},{"id":60243,"section_number":"6.2-852","catch_line":"Filing requirements","order_by":null,"url":"\/6.2-852\/"},{"id":64972,"section_number":"6.2-914","catch_line":"Merger or transfer of assets of insolvent bank","order_by":null,"url":"\/6.2-914\/"}],"refers_to":[{"id":73648,"section_number":"13.1-716","catch_line":"Merger","order_by":null,"url":"\/13.1-716\/"}],"permalink":{"id":150359,"object_type":"law","relational_id":85057,"identifier":"13.1-715.1","token":"13.1\/9\/12\/13.1-715.1","url":"\/13.1-715.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-715.1\/","token":"13.1\/9\/12\/13.1-715.1","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-715.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this article:\n\t\t“Acquired entity<\/span>” means the domestic<\/span> or foreign corporation<\/span> or eligible entity<\/span> that will have all of one or more classes or series of shares<\/span> or eligible interests<\/span> acquired in a share exchange.\n\t\t“Acquiring entity<\/span>” means the domestic<\/span> or foreign corporation<\/span> or eligible entity<\/span> that will acquire all of one or more classes or series of shares<\/span> or eligible interests<\/span> of the acquired entity<\/span> in a share exchange.\n\t\t“Merger” means a business combination pursuant to \u00a7 13.1-716<\/a>.\n\t\t“New interest holder liability<\/span>” means interest holder liability of a person<\/span>, resulting from a merger or share exchange, that is (i) in respect of an entity which is different from the entity in which the person<\/span> held shares<\/span> or eligible interests<\/span> immediately before the merger or share exchange became effective or (ii) in respect of the same entity as the one in which the person<\/span> held shares<\/span> or eligible interests<\/span> immediately before the merger or share exchange became effective if (a) the person<\/span> did not have interest holder liability immediately before the merger or share exchange became effective or (b) the person<\/span> had interest holder liability immediately before the merger or share exchange became effective, the terms and conditions of which were changed when the merger or share exchange became effective.\n\t\t“Party to a merger<\/span>” means any domestic<\/span> or foreign corporation<\/span> or eligible entity<\/span> that will merge under a plan of merger. “Party to a merger<\/span>” does not include a survivor<\/span> created by the merger.\n\t\t“Party to a share exchange<\/span>” means any domestic<\/span> or foreign corporation<\/span> or eligible entity<\/span> that is an acquired entity<\/span> or an acquiring entity<\/span> under a plan of share exchange.\n\t\t“Survivor<\/span>” in a merger means the domestic<\/span> or foreign corporation<\/span> or the eligible entity<\/span> into which one or more other domestic<\/span> or foreign corporations<\/span> or eligible entities are merged. A survivor<\/span> of a merger may preexist the merger or be created by the merger.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-715.1)\n\nAs used in this article:\n\t\t“Acquired entity” means the domestic or foreign corporation or\neligible entity that will have all of one or more classes or series of shares or\neligible interests acquired in a share exchange.\n\t\t“Acquiring entity” means the domestic or foreign corporation or\neligible entity that will acquire all of one or more classes or series of shares\nor eligible interests of the acquired entity in a share exchange.\n\t\t“Merger” means a business combination pursuant to \u00a7 13.1-716.\n\t\t“New interest holder liability” means interest holder liability of\na person, resulting from a merger or share exchange, that is (i) in respect of\nan entity which is different from the entity in which the person held shares or\neligible interests immediately before the merger or share exchange became\neffective or (ii) in respect of the same entity as the one in which the person\nheld shares or eligible interests immediately before the merger or share\nexchange became effective if (a) the person did not have interest holder\nliability immediately before the merger or share exchange became effective or\n(b) the person had interest holder liability immediately before the merger or\nshare exchange became effective, the terms and conditions of which were changed\nwhen the merger or share exchange became effective.\n\t\t“Party to a merger” means any domestic or foreign corporation or\neligible entity that will merge under a plan of merger. “Party to a\nmerger” does not include a survivor created by the merger.\n\t\t“Party to a share exchange” means any domestic or foreign\ncorporation or eligible entity that is an acquired entity or an acquiring entity\nunder a plan of share exchange.\n\t\t“Survivor” in a merger means the domestic or foreign corporation\nor the eligible entity into which one or more other domestic or foreign\ncorporations or eligible entities are merged. A survivor of a merger may\npreexist the merger or be created by the merger.\n\nHISTORY: 2005, c. 765; 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}}