{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-716.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-716.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-716.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-716.html"}],"law_id":73648,"edition_id":1,"section_id":73648,"structure_id":16429,"section_number":"13.1-716","catch_line":"Merger","history":"Code 1950, \u00a7 13.1-68; 1956, c. 428; 1968, c. 111; 1973, c. 441; 1975, c. 500; 1980, c. 90; 1985, c. 522; 1991, c. 228; 2005, c. 765; 2006, c. 663; 2008, c. 509; 2009, c. 216; 2015, c. 611; 2019, c. 734; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nOne or more domestic corporations may merge with one or more domestic or foreign corporations or eligible entities pursuant to a plan of merger, or two or more foreign corporations or domestic or foreign eligible entities may merge, resulting in a survivor that is a domestic corporation created in the merger.B\n\nA foreign corporation or a foreign eligible entity may be a party to a merger with a domestic corporation, or may be created as the survivor of a merger in which a domestic corporation is a party, but only if the merger is permitted by the organic law of the foreign corporation or eligible entity.C\n\nThe plan of merger shall include:1\n\nAs to each party to the merger, its name, jurisdiction of formation, and type of entity;2\n\nThe survivor’s name, jurisdiction of formation, and type of entity and, if the survivor is to be created in the merger, a statement to that effect;3\n\nThe terms and conditions of the merger;4\n\nThe manner and basis of converting the shares of each merging domestic or foreign corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property or any combination of the foregoing;5\n\nThe manner and basis of converting any rights to acquire the shares of each merging domestic or foreign corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property or any combination of the foregoing;6\n\nAny amendment of the articles of incorporation of the survivor that is a domestic corporation or if the articles of incorporation are amended and restated, as an attachment to the plan, the survivor’s restated articles of incorporation, or if a new domestic corporation is to be created by the merger, as an attachment to the plan, the survivor’s articles of incorporation; and7\n\nAny other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic rules of any such party.D\n\nIn addition to the requirements of subsection C, a plan of merger may contain any other provision not prohibited by law.E\n\nTerms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604.F\n\nUnless the plan of merger provides otherwise, the plan of merger may be amended prior to the effective date of the certificate of merger, but if the shareholders of a domestic corporation that is a party to the merger are required by any provision of this chapter to vote on the plan, the plan may not be amended subsequent to approval of the plan by such shareholders to change any of the following, unless the amendment is subject to the approval of the shareholders:1\n\nThe amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash or other property to be received under the plan by the shareholders of or holders of eligible interests in any party to the merger;2\n\nThe articles of incorporation of any domestic corporation that will be the survivor of the merger, except for changes permitted by § 13.1-706; or3\n\nAny of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.G\n\nOne or more domestic corporations may merge pursuant to this section into another domestic corporation if the articles of incorporation of each of them could lawfully contain all the corporate powers and purposes of all of them.H\n\nAny corporation authorized by its articles of incorporation to engage in a special kind of business enumerated in § 13.1-620 may be merged with another corporation authorized by its articles of incorporation to engage in the same special kind of business, including mergers authorized under § 6.2-1146, whether or not either or both of such corporations are actually engaged in the transaction of such business, and the shareholders of the corporations parties to the merger may receive shares of a corporation not authorized by its articles of incorporation to engage in such special kind of business.","order_by":null,"text":{"0":{"id":264867,"text":"One or more domestic corporations may merge with one or more domestic or foreign corporations or eligible entities pursuant to a plan of merger, or two or more foreign corporations or domestic or foreign eligible entities may merge, resulting in a survivor that is a domestic corporation created in the merger.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":264868,"text":"A foreign corporation or a foreign eligible entity may be a party to a merger with a domestic corporation, or may be created as the survivor of a merger in which a domestic corporation is a party, but only if the merger is permitted by the organic law of the foreign corporation or eligible entity.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":264869,"text":"The plan of merger shall include:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":264870,"text":"As to each party to the merger, its name, jurisdiction of formation, and type of entity;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":264871,"text":"The survivor’s name, jurisdiction of formation, and type of entity and, if the survivor is to be created in the merger, a statement to that effect;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":264872,"text":"The terms and conditions of the merger;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":264873,"text":"The manner and basis of converting the shares of each merging domestic or foreign corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property or any combination of the foregoing;","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":264874,"text":"The manner and basis of converting any rights to acquire the shares of each merging domestic or foreign corporation and eligible interests of each merging domestic or foreign eligible entity into shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash, or other property or any combination of the foregoing;","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"C6"},"8":{"id":264875,"text":"Any amendment of the articles of incorporation of the survivor that is a domestic corporation or if the articles of incorporation are amended and restated, as an attachment to the plan, the survivor’s restated articles of incorporation, or if a new domestic corporation is to be created by the merger, as an attachment to the plan, the survivor’s articles of incorporation; and","type":"section","prefixes":["C","6"],"prefix":"6","entire_prefix":"C6","prefix_anchor":"C6","level":2,"prior_prefix":"C5","next_prefix":"C7"},"9":{"id":264876,"text":"Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of incorporation or organic rules of any such party.","type":"section","prefixes":["C","7"],"prefix":"7","entire_prefix":"C7","prefix_anchor":"C7","level":2,"prior_prefix":"C6","next_prefix":"D"},"10":{"id":264877,"text":"In addition to the requirements of subsection C, a plan of merger may contain any other provision not prohibited by law.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C7","next_prefix":"E"},"11":{"id":264878,"text":"Terms of a plan of merger may be made dependent on facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"12":{"id":264879,"text":"Unless the plan of merger provides otherwise, the plan of merger may be amended prior to the effective date of the certificate of merger, but if the shareholders of a domestic corporation that is a party to the merger are required by any provision of this chapter to vote on the plan, the plan may not be amended subsequent to approval of the plan by such shareholders to change any of the following, unless the amendment is subject to the approval of the shareholders:","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"F1"},"13":{"id":264880,"text":"The amount or kind of shares or other securities, eligible interests, obligations, rights to acquire shares, other securities or eligible interests, cash or other property to be received under the plan by the shareholders of or holders of eligible interests in any party to the merger;","type":"section","prefixes":["F","1"],"prefix":"1","entire_prefix":"F1","prefix_anchor":"F1","level":2,"prior_prefix":"F","next_prefix":"F2"},"14":{"id":264881,"text":"The articles of incorporation of any domestic corporation that will be the survivor of the merger, except for changes permitted by § 13.1-706; or","type":"section","prefixes":["F","2"],"prefix":"2","entire_prefix":"F2","prefix_anchor":"F2","level":2,"prior_prefix":"F1","next_prefix":"F3"},"15":{"id":264882,"text":"Any of the other terms or conditions of the plan if the change would adversely affect such shareholders in any material respect.","type":"section","prefixes":["F","3"],"prefix":"3","entire_prefix":"F3","prefix_anchor":"F3","level":2,"prior_prefix":"F2","next_prefix":"G"},"16":{"id":264883,"text":"One or more domestic corporations may merge pursuant to this section into another domestic corporation if the articles of incorporation of each of them could lawfully contain all the corporate powers and purposes of all of them.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F3","next_prefix":"H"},"17":{"id":264884,"text":"Any corporation authorized by its articles of incorporation to engage in a special kind of business enumerated in § 13.1-620 may be merged with another corporation authorized by its articles of incorporation to engage in the same special kind of business, including mergers authorized under § 6.2-1146, whether or not either or both of such corporations are actually engaged in the transaction of such business, and the shareholders of the corporations parties to the merger may receive shares of a corporation not authorized by its articles of incorporation to engage in such special kind of business.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-716\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 13 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 1956, chapter 428; in 1968, chapter 111; in 1973, chapter 441; in 1975, chapter 500; in 1980, chapter 90; in 1985, chapter 522; in 1991, chapter 228; in 2005, chapter 765<\/a>; in 2006, chapter 663<\/a>; in 2008, chapter 509<\/a>; in 2009, chapter 216<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":85057,"section_number":"13.1-715.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-715.1\/"},{"id":63809,"section_number":"6.2-822","catch_line":"Merger and share exchange by state banks","order_by":null,"url":"\/6.2-822\/"}],"refers_to":[{"id":63023,"section_number":"13.1-620","catch_line":"Special kinds of business","order_by":null,"url":"\/13.1-620\/"},{"id":55616,"section_number":"13.1-706","catch_line":"Amendment of articles of incorporation by the board of directors","order_by":null,"url":"\/13.1-706\/"},{"id":65808,"section_number":"6.2-1146","catch_line":"State association or association holding company acquiring bank; association acquired by bank or bank holding company; merger or consolidation of association and bank","order_by":null,"url":"\/6.2-1146\/"}],"permalink":{"id":150363,"object_type":"law","relational_id":73648,"identifier":"13.1-716","token":"13.1\/9\/12\/13.1-716","url":"\/13.1-716\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-716\/","token":"13.1\/9\/12\/13.1-716","dublin_core":{"Title":"Merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-716","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> One or more domestic corporations<\/span> may merge with one or more domestic or foreign corporations<\/span> or eligible entities pursuant to a plan of merger<\/span>, or two or more foreign corporations<\/span> or domestic or foreign eligible entities may merge, resulting in a survivor<\/span> that is a domestic corporation<\/span> created in the merger<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A foreign corporation<\/span> or a foreign eligible entity<\/span> may be a party to a merger<\/span> with a domestic corporation<\/span>, or may be created as the survivor<\/span> of a merger in which a domestic corporation<\/span> is a party, but only if the merger is permitted by the organic law<\/span> of the foreign corporation<\/span> or eligible entity<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The plan of merger shall include: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> As to each party to the merger, its name, jurisdiction of formation<\/span>, and type of entity; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The survivor<\/span>’s name, jurisdiction of formation<\/span>, and type of entity and, if the survivor<\/span> is to be created in the merger, a statement to that effect; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The terms and conditions of the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The manner and basis of converting the shares<\/span> of each merging domestic or foreign corporation<\/span> and eligible interests<\/span> of each merging domestic or foreign eligible entity<\/span> into shares<\/span> or other securities, eligible interests<\/span>, obligations, rights to acquire shares<\/span>, other securities or eligible interests<\/span>, cash, or other property or any combination of the foregoing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The manner and basis of converting any rights to acquire the shares<\/span> of each merging domestic or foreign corporation<\/span> and eligible interests<\/span> of each merging domestic or foreign eligible entity<\/span> into shares<\/span> or other securities, eligible interests<\/span>, obligations, rights to acquire shares<\/span>, other securities or eligible interests<\/span>, cash, or other property or any combination of the foregoing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Any amendment of the articles of incorporation<\/span> of the survivor<\/span> that is a domestic corporation<\/span> or if the articles of incorporation<\/span> are amended and restated, as an attachment<\/span> to the plan, the survivor<\/span>’s restated articles of incorporation<\/span>, or if a new domestic corporation<\/span> is to be created by the merger, as an attachment<\/span> to the plan, the survivor<\/span>’s articles of incorporation<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Any other provisions required by the laws<\/span> under which any party to the merger is organized or by which it is governed, or by the articles of incorporation<\/span> or organic rules<\/span> of any such party. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> In addition to the requirements of subsection C, a plan of merger may contain any other provision not prohibited by law. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Terms of a plan of merger may be made dependent on facts<\/span> objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Unless the plan of merger provides otherwise, the plan of merger may be amended prior to the effective date of the certificate of merger, but if the shareholders<\/span> of a domestic corporation<\/span> that is a party to the merger are required by any provision of this chapter to vote on the plan, the plan may not be amended subsequent to approval of the plan by such shareholders<\/span> to change any of the following, unless the amendment is subject to the approval of the shareholders<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The amount or kind of shares<\/span> or other securities, eligible interests<\/span>, obligations, rights to acquire shares<\/span>, other securities or eligible interests<\/span>, cash or other property to be received under the plan by the shareholders<\/span> of or holders of eligible interests<\/span> in any party to the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The articles of incorporation<\/span> of any domestic corporation<\/span> that will be the survivor<\/span> of the merger, except for changes permitted by § 13.1-706<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any of the other terms or conditions of the plan if the change would adversely affect such shareholders<\/span> in any material<\/span> respect. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> One or more domestic corporations<\/span> may merge pursuant to this section into another domestic corporation<\/span> if the articles of incorporation<\/span> of each of them could lawfully contain all the corporate powers and purposes of all of them. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> Any corporation authorized by its articles of incorporation<\/span> to engage in a special kind of business enumerated in § 13.1-620<\/a> may be merged with another corporation authorized by its articles of incorporation<\/span> to engage in the same special kind of business, including mergers<\/span> authorized under § 6.2-1146<\/a>, whether or not either or both of such corporations are actually engaged in the transaction of such business, and the shareholders<\/span> of the corporations parties to the merger may receive shares<\/span> of a corporation not authorized by its articles of incorporation<\/span> to engage in such special kind of business. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER (\u00a7 13.1-716)\n\nA. One or more domestic corporations may merge with one or more domestic or\nforeign corporations or eligible entities pursuant to a plan of merger, or two\nor more foreign corporations or domestic or foreign eligible entities may merge,\nresulting in a survivor that is a domestic corporation created in the merger.\n\nB. A foreign corporation or a foreign eligible entity may be a party to a merger\nwith a domestic corporation, or may be created as the survivor of a merger in\nwhich a domestic corporation is a party, but only if the merger is permitted by\nthe organic law of the foreign corporation or eligible entity.\n\nC. The plan of merger shall include:\n\n 1. As to each party to the merger, its name, jurisdiction of formation, and\n type of entity;\n\n 2. The survivor’s name, jurisdiction of formation, and type of entity\n and, if the survivor is to be created in the merger, a statement to that\n effect;\n\n 3. The terms and conditions of the merger;\n\n 4. The manner and basis of converting the shares of each merging domestic or\n foreign corporation and eligible interests of each merging domestic or foreign\n eligible entity into shares or other securities, eligible interests,\n obligations, rights to acquire shares, other securities or eligible interests,\n cash, or other property or any combination of the foregoing;\n\n 5. The manner and basis of converting any rights to acquire the shares of each\n merging domestic or foreign corporation and eligible interests of each merging\n domestic or foreign eligible entity into shares or other securities, eligible\n interests, obligations, rights to acquire shares, other securities or eligible\n interests, cash, or other property or any combination of the foregoing;\n\n 6. Any amendment of the articles of incorporation of the survivor that is a\n domestic corporation or if the articles of incorporation are amended and\n restated, as an attachment to the plan, the survivor’s restated articles\n of incorporation, or if a new domestic corporation is to be created by the\n merger, as an attachment to the plan, the survivor’s articles of\n incorporation; and\n\n 7. Any other provisions required by the laws under which any party to the\n merger is organized or by which it is governed, or by the articles of\n incorporation or organic rules of any such party.\n\nD. In addition to the requirements of subsection C, a plan of merger may contain\nany other provision not prohibited by law.\n\nE. Terms of a plan of merger may be made dependent on facts objectively\nascertainable outside the plan in accordance with subsection L of §\n13.1-604.\n\nF. Unless the plan of merger provides otherwise, the plan of merger may be\namended prior to the effective date of the certificate of merger, but if the\nshareholders of a domestic corporation that is a party to the merger are\nrequired by any provision of this chapter to vote on the plan, the plan may not\nbe amended subsequent to approval of the plan by such shareholders to change any\nof the following, unless the amendment is subject to the approval of the\nshareholders:\n\n 1. The amount or kind of shares or other securities, eligible interests,\n obligations, rights to acquire shares, other securities or eligible interests,\n cash or other property to be received under the plan by the shareholders of or\n holders of eligible interests in any party to the merger;\n\n 2. The articles of incorporation of any domestic corporation that will be the\n survivor of the merger, except for changes permitted by § 13.1-706; or\n\n 3. Any of the other terms or conditions of the plan if the change would\n adversely affect such shareholders in any material respect.\n\nG. One or more domestic corporations may merge pursuant to this section into\nanother domestic corporation if the articles of incorporation of each of them\ncould lawfully contain all the corporate powers and purposes of all of them.\n\nH. Any corporation authorized by its articles of incorporation to engage in a\nspecial kind of business enumerated in § 13.1-620 may be merged with\nanother corporation authorized by its articles of incorporation to engage in the\nsame special kind of business, including mergers authorized under §\n6.2-1146, whether or not either or both of such corporations are actually\nengaged in the transaction of such business, and the shareholders of the\ncorporations parties to the merger may receive shares of a corporation not\nauthorized by its articles of incorporation to engage in such special kind of\nbusiness.\n\nHISTORY: Code 1950, \u00a7 13.1-68; 1956, c. 428; 1968, c. 111; 1973, c. 441; 1975,\nc. 500; 1980, c. 90; 1985, c. 522; 1991, c. 228; 2005, c. 765; 2006, c. 663;\n2008, c. 509; 2009, c. 216; 2015, c. 611; 2019, c. 734; 2021, Sp. Sess. I, c.\n487.","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}}