{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-720.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-720.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-720.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-720.html"}],"law_id":68388,"edition_id":1,"section_id":68388,"structure_id":16429,"section_number":"13.1-720","catch_line":"Articles of merger or share exchange","history":"Code 1950, \u00a7\u00a7 13.1-72, 13.1-73; 1956, c. 428; 1968, c. 114; 1975, c. 500; 1985, c. 522; 1992, c. 575; 2000, c. 53; 2003, c. 597; 2005, c. 765; 2006, c. 363; 2009, c. 216; 2010, c. 782; 2015, c. 611; 2019, c. 734.","full_text":"A\n\nAfter a plan of merger or share exchange has been adopted and approved as required by this chapter, the corporation shall deliver to the Commission for filing articles of merger or share exchange signed on behalf of each party to the merger or share exchange, that shall set forth:1\n\nThe plan of merger or share exchange;2\n\nThe date the plan of merger or share exchange was adopted or approved by each domestic corporation that was a party to the merger or share exchange;3\n\nIf the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, either:\n\t\t\t\ta. A statement that the plan was approved by the unanimous consent of the shareholders; or\n\t\t\t\tb. A statement that the plan was submitted to the shareholders by the board of directors in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;4\n\nIf the plan of merger or share exchange was adopted by the board of directors without approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan of merger or share exchange was duly approved by the board of directors including the reason shareholder approval was not required and, in the case of a merger pursuant to § 13.1-719.1, the additional statements required by subsection D of § 13.1-719.1; and5\n\nAs to each foreign corporation or foreign eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or foreign eligible entity was duly authorized as required by its organic law.B\n\nArticles of merger or share exchange shall be delivered to the Commission for filing by the survivor of the merger or the acquiring corporation in a share exchange. If the Commission finds that the articles of merger or share exchange comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger or share exchange. Articles of merger or share exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.C\n\nIn the case of a merger pursuant to \u00a7 13.1-719 or 13.1-719.1:1\n\nThe articles shall recite that the merger is being effected pursuant to § 13.1-719 or 13.1-719.1, as the case may be; and2\n\nThe articles need only be signed on behalf of the parent corporation or the constituent corporation, as the case may be.","order_by":null,"text":{"0":{"id":247635,"text":"After a plan of merger or share exchange has been adopted and approved as required by this chapter, the corporation shall deliver to the Commission for filing articles of merger or share exchange signed on behalf of each party to the merger or share exchange, that shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":247636,"text":"The plan of merger or share exchange;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":247637,"text":"The date the plan of merger or share exchange was adopted or approved by each domestic corporation that was a party to the merger or share exchange;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":247638,"text":"If the plan of merger or share exchange required approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, either:\n\t\t\t\ta. A statement that the plan was approved by the unanimous consent of the shareholders; or\n\t\t\t\tb. A statement that the plan was submitted to the shareholders by the board of directors in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":247639,"text":"If the plan of merger or share exchange was adopted by the board of directors without approval by the shareholders of a domestic corporation that was a party to the merger or share exchange, a statement that the plan of merger or share exchange was duly approved by the board of directors including the reason shareholder approval was not required and, in the case of a merger pursuant to § 13.1-719.1, the additional statements required by subsection D of § 13.1-719.1; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":247640,"text":"As to each foreign corporation or foreign eligible entity that was a party to the merger or share exchange, a statement that the participation of the foreign corporation or foreign eligible entity was duly authorized as required by its organic law.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":247641,"text":"Articles of merger or share exchange shall be delivered to the Commission for filing by the survivor of the merger or the acquiring corporation in a share exchange. If the Commission finds that the articles of merger or share exchange comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger or share exchange. Articles of merger or share exchange filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5","next_prefix":"C"},"7":{"id":247642,"text":"In the case of a merger pursuant to \u00a7 13.1-719 or 13.1-719.1:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"8":{"id":247643,"text":"The articles shall recite that the merger is being effected pursuant to § 13.1-719 or 13.1-719.1, as the case may be; and","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"9":{"id":247644,"text":"The articles need only be signed on behalf of the parent corporation or the constituent corporation, as the case may be.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-720\/","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 114; in 1975, chapter 500; in 1985, chapter 522; in 1992, chapter 575; in 2000, chapter 53<\/a>; in 2003, chapter 597<\/a>; in 2005, chapter 765<\/a>; in 2006, chapter 363<\/a>; in 2009, chapter 216<\/a>; in 2010, chapter 782<\/a>; in 2015, chapter 611<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":[{"id":80555,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1060\/"},{"id":80217,"section_number":"13.1-1250","catch_line":"Merger of foreign business trust registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1250\/"},{"id":79297,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-766.1\/"},{"id":54628,"section_number":"50-73.57:2","catch_line":"Merger of foreign limited partnership registered to transact business in Commonwealth","order_by":null,"url":"\/50-73.57_2\/"}],"refers_to":[{"id":76745,"section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","order_by":null,"url":"\/13.1-719\/"},{"id":69231,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","order_by":null,"url":"\/13.1-719.1\/"}],"permalink":{"id":150383,"object_type":"law","relational_id":68388,"identifier":"13.1-720","token":"13.1\/9\/12\/13.1-720","url":"\/13.1-720\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-720\/","token":"13.1\/9\/12\/13.1-720","dublin_core":{"Title":"Articles of merger or share exchange","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-720","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After a plan of merger<\/span> or share exchange<\/span> has been adopted and approved as required by this chapter, the corporation<\/span> shall deliver<\/span> to the Commission<\/span> for filing articles of merger<\/span> or share exchange<\/span> signed on behalf of each party<\/span> to the merger<\/span> or share exchange<\/span>, that shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The plan of merger<\/span> or share exchange<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The date the plan of merger<\/span> or share exchange<\/span> was adopted or approved by each domestic corporation<\/span> that was a party<\/span> to the merger<\/span> or share exchange<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the plan of merger<\/span> or share exchange<\/span> required approval by the shareholders<\/span> of a domestic corporation<\/span> that was a party<\/span> to the merger<\/span> or share exchange<\/span>, either:\n\t\t\t\ta. A statement that the plan was approved by the unanimous consent of the shareholders<\/span>; or\n\t\t\t\tb. A statement that the plan was submitted to the shareholders<\/span> by the board of directors in accordance with this chapter and was duly approved by the shareholders<\/span> in the manner required by this chapter and by the articles of incorporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the plan of merger<\/span> or share exchange<\/span> was adopted by the board of directors without approval by the shareholders<\/span> of a domestic corporation<\/span> that was a party<\/span> to the merger<\/span> or share exchange<\/span>, a statement that the plan of merger<\/span> or share exchange<\/span> was duly approved by the board of directors including the reason shareholder<\/span> approval was not required and, in the case of a merger<\/span> pursuant to § 13.1-719.1<\/a>, the additional statements required by subsection D of § 13.1-719.1<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> As to each foreign corporation<\/span> or foreign eligible entity<\/span> that was a party<\/span> to the merger<\/span> or share exchange<\/span>, a statement that the participation of the foreign corporation<\/span> or foreign eligible entity<\/span> was duly authorized as required by its organic law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Articles of merger<\/span> or share exchange<\/span> shall be delivered to the Commission<\/span> for filing by the survivor<\/span> of the merger<\/span> or the acquiring corporation in a share exchange<\/span>. If the Commission<\/span> finds that the articles of merger<\/span> or share exchange<\/span> comply with the requirements of law and that all required fees have been paid, it shall issue<\/span> a certificate of merger<\/span> or share exchange<\/span>. Articles of merger<\/span> or share exchange<\/span> filed under this section may be combined with any filing required under the organic law<\/span> of any domestic eligible entity<\/span> involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In the case of a merger<\/span> pursuant to \u00a7 13.1-719<\/a> or 13.1-719.1<\/a>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The articles shall recite that the merger<\/span> is being effected pursuant to § 13.1-719<\/a> or 13.1-719.1<\/a>, as the case may be; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The articles need only be signed on behalf of the parent corporation or the constituent corporation, as the case may be. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF MERGER OR SHARE EXCHANGE (\u00a7 13.1-720)\n\nA. After a plan of merger or share exchange has been adopted and approved as\nrequired by this chapter, the corporation shall deliver to the Commission for\nfiling articles of merger or share exchange signed on behalf of each party to\nthe merger or share exchange, that shall set forth:\n\n 1. The plan of merger or share exchange;\n\n 2. The date the plan of merger or share exchange was adopted or approved by\n each domestic corporation that was a party to the merger or share exchange;\n\n 3. If the plan of merger or share exchange required approval by the\n shareholders of a domestic corporation that was a party to the merger or share\n exchange, either:\n \t\t\t\ta. A statement that the plan was approved by the unanimous consent of the\n shareholders; or\n \t\t\t\tb. A statement that the plan was submitted to the shareholders by the\n board of directors in accordance with this chapter and was duly approved by\n the shareholders in the manner required by this chapter and by the articles of\n incorporation;\n\n 4. If the plan of merger or share exchange was adopted by the board of\n directors without approval by the shareholders of a domestic corporation that\n was a party to the merger or share exchange, a statement that the plan of\n merger or share exchange was duly approved by the board of directors including\n the reason shareholder approval was not required and, in the case of a merger\n pursuant to § 13.1-719.1, the additional statements required by\n subsection D of § 13.1-719.1; and\n\n 5. As to each foreign corporation or foreign eligible entity that was a party\n to the merger or share exchange, a statement that the participation of the\n foreign corporation or foreign eligible entity was duly authorized as required\n by its organic law.\n\nB. Articles of merger or share exchange shall be delivered to the Commission for\nfiling by the survivor of the merger or the acquiring corporation in a share\nexchange. If the Commission finds that the articles of merger or share exchange\ncomply with the requirements of law and that all required fees have been paid,\nit shall issue a certificate of merger or share exchange. Articles of merger or\nshare exchange filed under this section may be combined with any filing required\nunder the organic law of any domestic eligible entity involved in the\ntransaction if the combined filing satisfies the requirements of both this\nsection and the other organic law.\n\nC. In the case of a merger pursuant to \u00a7 13.1-719 or 13.1-719.1:\n\n 1. The articles shall recite that the merger is being effected pursuant to\n § 13.1-719 or 13.1-719.1, as the case may be; and\n\n 2. The articles need only be signed on behalf of the parent corporation or the\n constituent corporation, as the case may be.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-72, 13.1-73; 1956, c. 428; 1968, c. 114; 1975, c.\n500; 1985, c. 522; 1992, c. 575; 2000, c. 53; 2003, c. 597; 2005, c. 765; 2006,\nc. 363; 2009, c. 216; 2010, c. 782; 2015, c. 611; 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}}