{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-719.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-719.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-719.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-719.html"}],"law_id":76745,"edition_id":1,"section_id":76745,"structure_id":16429,"section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","history":"Code 1950, \u00a7 13.1-76; 1956, c. 428; 1964, c. 417; 1968, c. 115; 1975, c. 500; 1985, c. 522; 1990, c. 230; 2005, c. 765; 2015, c. 611; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nAs used in this section:\n\t\t\t“Parent entity” means a domestic or foreign corporation or eligible entity that owns shares of a domestic corporation that possess at least 90 percent of the voting power of each class and series of the outstanding shares of the domestic corporation that have voting power.\n\t\t\t“Subsidiary” means the domestic corporation whose outstanding shares are owned by a parent entity.B\n\nA parent entity may merge (i) a subsidiary into itself or another subsidiary or (ii) itself into a subsidiary without the approval of the board of directors or the shareholders of any subsidiary and, if the parent entity is a domestic corporation, without the approval of the shareholders of the parent entity, unless the articles of incorporation of any subsidiary or the articles of incorporation or the organic rules of the parent entity otherwise provide.C\n\nA parent entity may be a foreign corporation or eligible entity only if the merger is permitted under the laws by which the foreign corporation or eligible entity is organized.D\n\nThe parent entity shall, within 10 days after the effective date of the merger, notify each of the subsidiary’s shareholders that the merger has become effective.E\n\nExcept as provided in subsections B and C, a merger under this section shall be governed by the provisions of this article applicable to mergers generally, including subsection J of § 13.1-718.F\n\nThe articles of incorporation of the survivor shall not be altered or amended by a merger pursuant to this section, except for amendments permitted by § 13.1-706.G\n\nTwo or more domestic corporations may be merged into a parent entity pursuant to this section.","order_by":null,"text":{"0":{"id":275583,"text":"As used in this section:\n\t\t\t“Parent entity” means a domestic or foreign corporation or eligible entity that owns shares of a domestic corporation that possess at least 90 percent of the voting power of each class and series of the outstanding shares of the domestic corporation that have voting power.\n\t\t\t“Subsidiary” means the domestic corporation whose outstanding shares are owned by a parent entity.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":275584,"text":"A parent entity may merge (i) a subsidiary into itself or another subsidiary or (ii) itself into a subsidiary without the approval of the board of directors or the shareholders of any subsidiary and, if the parent entity is a domestic corporation, without the approval of the shareholders of the parent entity, unless the articles of incorporation of any subsidiary or the articles of incorporation or the organic rules of the parent entity otherwise provide.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":275585,"text":"A parent entity may be a foreign corporation or eligible entity only if the merger is permitted under the laws by which the foreign corporation or eligible entity is organized.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":275586,"text":"The parent entity shall, within 10 days after the effective date of the merger, notify each of the subsidiary’s shareholders that the merger has become effective.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":275587,"text":"Except as provided in subsections B and C, a merger under this section shall be governed by the provisions of this article applicable to mergers generally, including subsection J of § 13.1-718.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"5":{"id":275588,"text":"The articles of incorporation of the survivor shall not be altered or amended by a merger pursuant to this section, except for amendments permitted by § 13.1-706.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"6":{"id":275589,"text":"Two or more domestic corporations may be merged into a parent entity pursuant to this section.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-719\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 10 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 1964, chapter 417; in 1968, chapter 115; in 1975, chapter 500; in 1985, chapter 522; in 1990, chapter 230; in 2005, chapter 765<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":[{"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":68388,"section_number":"13.1-720","catch_line":"Articles of merger or share exchange","order_by":null,"url":"\/13.1-720\/"},{"id":77282,"section_number":"13.1-729","catch_line":"Definitions","order_by":null,"url":"\/13.1-729\/"},{"id":65588,"section_number":"13.1-730","catch_line":"Right to appraisal","order_by":null,"url":"\/13.1-730\/"},{"id":87218,"section_number":"13.1-732","catch_line":"Notice of appraisal rights","order_by":null,"url":"\/13.1-732\/"},{"id":68704,"section_number":"13.1-734","catch_line":"Appraisal notice and form","order_by":null,"url":"\/13.1-734\/"}],"refers_to":false,"permalink":{"id":150375,"object_type":"law","relational_id":76745,"identifier":"13.1-719","token":"13.1\/9\/12\/13.1-719","url":"\/13.1-719\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-719\/","token":"13.1\/9\/12\/13.1-719","dublin_core":{"Title":"Merger between parent and subsidiary or between subsidiaries","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-719","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> As used in this section:\n\t\t\t“Parent entity<\/span>” means a domestic or foreign corporation<\/span> or eligible entity<\/span> that owns shares<\/span> of a domestic corporation<\/span> that possess at least 90 percent of the voting power<\/span> of each class and series of the outstanding shares<\/span> of the domestic corporation<\/span> that have voting power<\/span>.\n\t\t\t“Subsidiary<\/span>” means the domestic corporation<\/span> whose outstanding shares<\/span> are owned by a parent entity<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A parent entity<\/span> may merge (i) a subsidiary<\/span> into itself or another subsidiary<\/span> or (ii) itself into a subsidiary<\/span> without the approval of the board of directors or the shareholders<\/span> of any subsidiary<\/span> and, if the parent entity<\/span> is a domestic corporation<\/span>, without the approval of the shareholders<\/span> of the parent entity<\/span>, unless the articles of incorporation<\/span> of any subsidiary<\/span> or the articles of incorporation<\/span> or the organic rules<\/span> of the parent entity<\/span> otherwise provide. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A parent entity<\/span> may be a foreign corporation<\/span> or eligible entity<\/span> only if the merger<\/span> is permitted under the laws<\/span> by which the foreign corporation<\/span> or eligible entity<\/span> is organized. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The parent entity<\/span> shall, within 10 days after the effective date of the merger<\/span>, notify each of the subsidiary<\/span>’s shareholders<\/span> that the merger<\/span> has become effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Except as provided in subsections B and C, a merger<\/span> under this section shall be governed by the provisions of this article applicable to mergers<\/span> generally, including subsection J of § 13.1-718<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> The articles of incorporation<\/span> of the survivor<\/span> shall not be altered or amended by a merger<\/span> pursuant to this section, except for amendments permitted by § 13.1-706<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Two or more domestic corporations<\/span> may be merged into a parent entity<\/span> pursuant to this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER BETWEEN PARENT AND SUBSIDIARY OR BETWEEN SUBSIDIARIES (\u00a7 13.1-719)\n\nA. As used in this section:\n\t\t\t“Parent entity” means a domestic or foreign corporation or\neligible entity that owns shares of a domestic corporation that possess at least\n90 percent of the voting power of each class and series of the outstanding\nshares of the domestic corporation that have voting power.\n\t\t\t“Subsidiary” means the domestic corporation whose outstanding\nshares are owned by a parent entity.\n\nB. A parent entity may merge (i) a subsidiary into itself or another subsidiary\nor (ii) itself into a subsidiary without the approval of the board of directors\nor the shareholders of any subsidiary and, if the parent entity is a domestic\ncorporation, without the approval of the shareholders of the parent entity,\nunless the articles of incorporation of any subsidiary or the articles of\nincorporation or the organic rules of the parent entity otherwise provide.\n\nC. A parent entity may be a foreign corporation or eligible entity only if the\nmerger is permitted under the laws by which the foreign corporation or eligible\nentity is organized.\n\nD. The parent entity shall, within 10 days after the effective date of the\nmerger, notify each of the subsidiary’s shareholders that the merger has\nbecome effective.\n\nE. Except as provided in subsections B and C, a merger under this section shall\nbe governed by the provisions of this article applicable to mergers generally,\nincluding subsection J of § 13.1-718.\n\nF. The articles of incorporation of the survivor shall not be altered or amended\nby a merger pursuant to this section, except for amendments permitted by §\n13.1-706.\n\nG. Two or more domestic corporations may be merged into a parent entity pursuant\nto this section.\n\nHISTORY: Code 1950, \u00a7 13.1-76; 1956, c. 428; 1964, c. 417; 1968, c. 115; 1975,\nc. 500; 1985, c. 522; 1990, c. 230; 2005, c. 765; 2015, c. 611; 2019, c. 734;\n2020, c. 1226.","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}}