{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-721.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-721.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-721.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-721.html"}],"law_id":71539,"edition_id":1,"section_id":71539,"structure_id":16429,"section_number":"13.1-721","catch_line":"Effect of merger or share exchange","history":"Code 1950, \u00a7 13.1-74; 1956, c. 428; 1962, c. 44; 1975, c. 500; 1985, c. 522; 2005, c. 765; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nWhen a merger becomes effective:1\n\nThe domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence as the case may be;2\n\nThe separate existence of every domestic or foreign corporation or eligible entity that is merged into the survivor ceases;3\n\nAll property owned by, and every contract right possessed by, each domestic or foreign corporation or eligible entity that merges into the survivor is vested in the survivor without transfer, reversion or impairment;4\n\nAll debts, obligations, and liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are debts, obligations, or liabilities of the survivor;5\n\nThe name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;6\n\nIf the survivor is a domestic corporation, the articles of incorporation and bylaws of the survivor are amended to the extent provided in the plan of merger;7\n\nThe articles of incorporation and bylaws of a survivor that is a domestic corporation created by the merger become effective;8\n\nThe shares of each domestic or foreign corporation that is a party to the merger, and the eligible interests in a domestic or foreign eligible entity that is a party to the merger, that are to be converted under the plan of merger into shares, other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, other property or any combination of the foregoing, are converted, and the former holders of such shares or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under Article 15 (§ 13.1-729 et seq.) or the organic law governing the foreign corporation or domestic or foreign eligible entity;9\n\nExcept as provided by law or the plan of merger, all the rights, privileges, franchises, and immunities of each entity that was a party to the merger, other than the survivor, are the rights, privileges, franchises, and immunities of the survivor; and10\n\nIf the survivor existed before the merger:\n\t\t\t\ta. All the property and contract rights of the survivor remain its property and contract rights without transfer, reversion, or impairment;\n\t\t\t\tb. The survivor remains subject to all its debts, obligations, and other liabilities; and\n\t\t\t\tc. Except as provided by law or the plan of merger, the survivor continues to hold all of its rights, privileges, franchises, and immunities.B\n\nWhen a share exchange becomes effective, the shares or eligible interests in the acquired entity that are to be exchanged for shares and other securities, eligible interests, obligations, rights to acquire shares, other securities, eligible interests, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under Article 15 (§ 13.1-729 et seq.) or under the organic law governing the acquired entity.C\n\nExcept as otherwise provided in the articles of incorporation of a domestic corporation or the organic law governing or organic rules of a foreign corporation or a domestic or foreign eligible entity, the effect of a merger or share exchange on interest holder liability is as follows:1\n\nA person who becomes subject to a new interest holder liability in respect of an entity as a result of a merger or share exchange shall have that new interest holder liability only in respect of interest holder liabilities that arise after the merger or share exchange becomes effective.2\n\nIf a person had interest holder liability with respect to a party to the merger or the acquired entity before the merger or share exchange becomes effective with respect to shares or eligible interests of such party or acquired entity that were (i) exchanged in the merger or share exchange, (ii) were canceled in the merger, or (iii) the terms and conditions of which relating to interest holder liability were amended pursuant to the merger:\n\t\t\t\ta. The merger or share exchange does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the merger or share exchange becomes effective.\n\t\t\t\tb. The provisions of the organic law governing any entity for which the person had that prior interest holder liability shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision C 2 a, as if the merger or share exchange had not occurred.\n\t\t\t\tc. The person shall have such rights of contribution from other persons as are provided by the organic law governing the entity for which the person had that prior interest holder liability with respect to any interest holder liabilities preserved by subdivision C 2 a, as if the merger or share exchange had not occurred.\n\t\t\t\td. The person shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the merger or share exchange becomes effective.3\n\nIf a person has interest holder liability both before and after a merger becomes effective with unchanged terms and conditions with respect to the entity that is the survivor by reason of owning the same shares or eligible interests before and after the merger becomes effective, the merger has no effect on such interest holder liability.4\n\nA share exchange has no effect on interest holder liability related to shares or eligible interests of the acquired entity that were not exchanged in the share exchange.D\n\nUpon a merger becoming effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is deemed to:1\n\nAppoint the clerk of the Commission as its agent for service of process in any proceeding (i) to enforce the rights of shareholders of each domestic corporation that was a party to the merger who exercise appraisal rights or (ii) based on a cause of action against a nonsurviving domestic corporation arising during the time it was in existence under the laws of the Commonwealth, which service of process shall be made on the clerk in accordance with § 12.1-19.1; and2\n\nAgree that it will promptly pay the amount, if any, to which such shareholders are entitled under Article 15 (§ 13.1-729 et seq.).E\n\nNo corporation that is required by law to be a domestic corporation, may, by merger, cease to be a domestic corporation, but every such corporation, even though a corporation of some other state, the United States or another country, shall also be a domestic corporation of the Commonwealth.F\n\nExcept as provided in the organic law governing a party to a merger or in its articles of incorporation or organic rules, the merger does not give rise to any rights that a third party would have upon a dissolution, liquidation, or winding up of that party. The merger does not require a party to the merger to wind up the affairs of that party and does not constitute or cause its dissolution, termination, or cancellation.G\n\nA bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to an entity that is a party to a merger that is not the survivor and that takes effect or remains payable after the merger inures to the survivor.H\n\nA trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the survivor after a merger becomes effective.","order_by":null,"text":{"0":{"id":257863,"text":"When a merger becomes effective:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":257864,"text":"The domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence as the case may be;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":257865,"text":"The separate existence of every domestic or foreign corporation or eligible entity that is merged into the survivor ceases;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":257866,"text":"All property owned by, and every contract right possessed by, each domestic or foreign corporation or eligible entity that merges into the survivor is vested in the survivor without transfer, reversion or impairment;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":257867,"text":"All debts, obligations, and liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are debts, obligations, or liabilities of the survivor;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":257868,"text":"The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":257869,"text":"If the survivor is a domestic corporation, the articles of incorporation and bylaws of the survivor are amended to the extent provided in the plan of merger;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":257870,"text":"The articles of incorporation and bylaws of a survivor that is a domestic corporation created by the merger become effective;","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":257871,"text":"The shares of each domestic or foreign corporation that is a party to the merger, and the eligible interests in a domestic or foreign eligible entity that is a party to the merger, that are to be converted under the plan of merger into shares, other securities, eligible interests, obligations, rights to acquire shares, other securities, or eligible interests, cash, other property or any combination of the foregoing, are converted, and the former holders of such shares or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under Article 15 (§ 13.1-729 et seq.) or the organic law governing the foreign corporation or domestic or foreign eligible entity;","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"A9"},"9":{"id":257872,"text":"Except as provided by law or the plan of merger, all the rights, privileges, franchises, and immunities of each entity that was a party to the merger, other than the survivor, are the rights, privileges, franchises, and immunities of the survivor; and","type":"section","prefixes":["A","9"],"prefix":"9","entire_prefix":"A9","prefix_anchor":"A9","level":2,"prior_prefix":"A8","next_prefix":"A10"},"10":{"id":257873,"text":"If the survivor existed before the merger:\n\t\t\t\ta. All the property and contract rights of the survivor remain its property and contract rights without transfer, reversion, or impairment;\n\t\t\t\tb. The survivor remains subject to all its debts, obligations, and other liabilities; and\n\t\t\t\tc. Except as provided by law or the plan of merger, the survivor continues to hold all of its rights, privileges, franchises, and immunities.","type":"section","prefixes":["A","10"],"prefix":"10","entire_prefix":"A10","prefix_anchor":"A10","level":2,"prior_prefix":"A9","next_prefix":"B"},"11":{"id":257874,"text":"When a share exchange becomes effective, the shares or eligible interests in the acquired entity that are to be exchanged for shares and other securities, eligible interests, obligations, rights to acquire shares, other securities, eligible interests, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under Article 15 (§ 13.1-729 et seq.) or under the organic law governing the acquired entity.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A10","next_prefix":"C"},"12":{"id":257875,"text":"Except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law governing or organic rules of a foreign corporation or a domestic or foreign eligible entity, the effect of a merger or share exchange on interest holder liability is as follows:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"13":{"id":257876,"text":"A person who becomes subject to a new interest holder liability in respect of an entity as a result of a merger or share exchange shall have that new interest holder liability only in respect of interest holder liabilities that arise after the merger or share exchange becomes effective.","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"14":{"id":257877,"text":"If a person had interest holder liability with respect to a party to the merger or the acquired entity before the merger or share exchange becomes effective with respect to shares or eligible interests of such party or acquired entity that were (i) exchanged in the merger or share exchange, (ii) were canceled in the merger, or (iii) the terms and conditions of which relating to interest holder liability were amended pursuant to the merger:\n\t\t\t\ta. The merger or share exchange does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the merger or share exchange becomes effective.\n\t\t\t\tb. The provisions of the organic law governing any entity for which the person had that prior interest holder liability shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision C 2 a, as if the merger or share exchange had not occurred.\n\t\t\t\tc. The person shall have such rights of contribution from other persons as are provided by the organic law governing the entity for which the person had that prior interest holder liability with respect to any interest holder liabilities preserved by subdivision C 2 a, as if the merger or share exchange had not occurred.\n\t\t\t\td. The person shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the merger or share exchange becomes effective.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"15":{"id":257878,"text":"If a person has interest holder liability both before and after a merger becomes effective with unchanged terms and conditions with respect to the entity that is the survivor by reason of owning the same shares or eligible interests before and after the merger becomes effective, the merger has no effect on such interest holder liability.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"16":{"id":257879,"text":"A share exchange has no effect on interest holder liability related to shares or eligible interests of the acquired entity that were not exchanged in the share exchange.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"17":{"id":257880,"text":"Upon a merger becoming effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is deemed to:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"D1"},"18":{"id":257881,"text":"Appoint the clerk of the Commission as its agent for service of process in any proceeding (i) to enforce the rights of shareholders of each domestic corporation that was a party to the merger who exercise appraisal rights or (ii) based on a cause of action against a nonsurviving domestic corporation arising during the time it was in existence under the laws of the Commonwealth, which service of process shall be made on the clerk in accordance with § 12.1-19.1; and","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"19":{"id":257882,"text":"Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under Article 15 (§ 13.1-729 et seq.).","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"E"},"20":{"id":257883,"text":"No corporation that is required by law to be a domestic corporation, may, by merger, cease to be a domestic corporation, but every such corporation, even though a corporation of some other state, the United States or another country, shall also be a domestic corporation of the Commonwealth.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D2","next_prefix":"F"},"21":{"id":257884,"text":"Except as provided in the organic law governing a party to a merger or in its articles of incorporation or organic rules, the merger does not give rise to any rights that a third party would have upon a dissolution, liquidation, or winding up of that party. The merger does not require a party to the merger to wind up the affairs of that party and does not constitute or cause its dissolution, termination, or cancellation.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E","next_prefix":"G"},"22":{"id":257885,"text":"A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to an entity that is a party to a merger that is not the survivor and that takes effect or remains payable after the merger inures to the survivor.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"23":{"id":257886,"text":"A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the survivor after a merger becomes effective.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-721\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 7 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 1962, chapter 44; in 1975, chapter 500; in 1985, chapter 522; in 2005, chapter 765<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":[{"id":71702,"section_number":"12.1-19.1","catch_line":"Service of process on the Clerk of the State Corporation Commission as statutory agent","order_by":null,"url":"\/12.1-19.1\/"},{"id":77282,"section_number":"13.1-729","catch_line":"Definitions","order_by":null,"url":"\/13.1-729\/"}],"permalink":{"id":150387,"object_type":"law","relational_id":71539,"identifier":"13.1-721","token":"13.1\/9\/12\/13.1-721","url":"\/13.1-721\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-721\/","token":"13.1\/9\/12\/13.1-721","dublin_core":{"Title":"Effect of merger or share exchange","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-721","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When a merger<\/span> becomes effective: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The domestic<\/span> or foreign corporation<\/span> or eligible entity<\/span> that is designated in the plan of merger<\/span> as the survivor<\/span> continues or comes into existence as the case may be; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The separate existence of every domestic<\/span> or foreign corporation<\/span> or eligible entity<\/span> that is merged into the survivor<\/span> ceases; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> All property owned by, and every contract<\/span> right possessed by, each domestic<\/span> or foreign corporation<\/span> or eligible entity<\/span> that merges into the survivor<\/span> is vested in the survivor<\/span> without transfer, reversion or impairment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> All debts, obligations, and liabilities of each domestic<\/span> or foreign corporation<\/span> or eligible entity<\/span> that is merged into the survivor<\/span> are debts, obligations, or liabilities of the survivor<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The name of the survivor<\/span> may, but need not be, substituted in any pending proceeding<\/span> for the name of any party<\/span> to the merger<\/span> whose separate existence ceased in the merger<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the survivor<\/span> is a domestic corporation<\/span>, the articles of incorporation<\/span> and bylaws of the survivor<\/span> are amended to the extent provided in the plan of merger<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> The articles of incorporation<\/span> and bylaws of a survivor<\/span> that is a domestic corporation<\/span> created by the merger<\/span> become effective; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> The shares<\/span> of each domestic or foreign corporation<\/span> that is a party<\/span> to the merger<\/span>, and the eligible interests<\/span> in a domestic or foreign eligible entity<\/span> that is a party<\/span> to the merger<\/span>, that are to be converted under the plan of merger<\/span> into shares<\/span>, other securities, eligible interests<\/span>, obligations, rights to acquire shares<\/span>, other securities, or eligible interests<\/span>, cash, other property or any combination of the foregoing, are converted, and the former holders of such shares<\/span> or eligible interests<\/span> are entitled only to the rights provided to them in the plan of merger<\/span> or to any rights they may have under Article 15 (§ 13.1-729<\/a> et seq.) or the organic law<\/span> governing the foreign corporation<\/span> or domestic or foreign eligible entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> Except as provided by law or the plan of merger<\/span>, all the rights, privileges<\/span>, franchises, and immunities of each entity that was a party<\/span> to the merger<\/span>, other than the survivor<\/span>, are the rights, privileges<\/span>, franchises, and immunities of the survivor<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> If the survivor<\/span> existed before the merger<\/span>:\n\t\t\t\ta. All the property and contract<\/span> rights of the survivor<\/span> remain its property and contract<\/span> rights without transfer, reversion, or impairment;\n\t\t\t\tb. The survivor<\/span> remains subject to all its debts, obligations, and other liabilities; and\n\t\t\t\tc. Except as provided by law or the plan of merger<\/span>, the survivor<\/span> continues to hold all of its rights, privileges<\/span>, franchises, and immunities. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> When a share exchange<\/span> becomes effective, the shares<\/span> or eligible interests<\/span> in the acquired entity<\/span> that are to be exchanged for shares<\/span> and other securities, eligible interests<\/span>, obligations, rights to acquire shares<\/span>, other securities, eligible interests<\/span>, cash, other property, or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange<\/span> or to any rights they may have under Article 15 (§ 13.1-729<\/a> et seq.) or under the organic law<\/span> governing the acquired entity<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Except as otherwise provided in the articles of incorporation<\/span> of a domestic corporation<\/span> or the organic law<\/span> governing or organic rules<\/span> of a foreign corporation<\/span> or a domestic or foreign eligible entity<\/span>, the effect of a merger<\/span> or share exchange<\/span> on interest holder<\/span> liability is as follows: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A person<\/span> who becomes subject to a new interest holder liability<\/span> in respect of an entity as a result of a merger<\/span> or share exchange<\/span> shall have that new interest holder liability<\/span> only in respect of interest holder liabilities that arise after the merger<\/span> or share exchange<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If a person<\/span> had interest holder liability with respect to a party<\/span> to the merger<\/span> or the acquired entity<\/span> before the merger<\/span> or share exchange<\/span> becomes effective with respect to shares<\/span> or eligible interests<\/span> of such party<\/span> or acquired entity<\/span> that were (i) exchanged in the merger<\/span> or share exchange<\/span>, (ii) were canceled in the merger<\/span>, or (iii) the terms and conditions of which relating to interest holder liability were amended pursuant to the merger<\/span>:\n\t\t\t\ta. The merger<\/span> or share exchange<\/span> does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the merger<\/span> or share exchange<\/span> becomes effective.\n\t\t\t\tb. The provisions of the organic law<\/span> governing any entity for which the person<\/span> had that prior interest holder liability shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision C 2 a, as if the merger<\/span> or share exchange<\/span> had not occurred.\n\t\t\t\tc. The person<\/span> shall have such rights of contribution from other persons<\/span> as are provided by the organic law<\/span> governing the entity for which the person<\/span> had that prior interest holder liability with respect to any interest holder liabilities preserved by subdivision C 2 a, as if the merger<\/span> or share exchange<\/span> had not occurred.\n\t\t\t\td. The person<\/span> shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the merger<\/span> or share exchange<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If a person<\/span> has interest holder liability both before and after a merger<\/span> becomes effective with unchanged terms and conditions with respect to the entity that is the survivor<\/span> by reason of owning the same shares<\/span> or eligible interests<\/span> before and after the merger<\/span> becomes effective, the merger<\/span> has no effect on such interest holder liability. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A share exchange<\/span> has no effect on interest holder liability related to shares<\/span> or eligible interests<\/span> of the acquired entity<\/span> that were not exchanged in the share exchange<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Upon a merger<\/span> becoming effective, a foreign corporation<\/span> or a foreign eligible entity<\/span> that is the survivor<\/span> of the merger<\/span> is deemed to: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Appoint the clerk of the Commission<\/span> as its agent for service of process<\/span> in any proceeding<\/span> (i) to enforce the rights of shareholders<\/span> of each domestic corporation<\/span> that was a party<\/span> to the merger<\/span> who exercise appraisal rights or (ii) based on a cause of action<\/span> against a nonsurviving domestic corporation<\/span> arising during the time it was in existence under the laws<\/span> of the Commonwealth, which service of process<\/span> shall be made on the clerk in accordance with § 12.1-19.1<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Agree that it will promptly pay the amount, if any, to which such shareholders<\/span> are entitled under Article 15 (§ 13.1-729<\/a> et seq.). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> No corporation that is required by law to be a domestic corporation<\/span>, may, by merger<\/span>, cease to be a domestic corporation<\/span>, but every such corporation, even though a corporation of some other state<\/span>, the United States<\/span> or another country, shall also be a domestic corporation<\/span> of the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> Except as provided in the organic law<\/span> governing a party to a merger<\/span> or in its articles of incorporation<\/span> or organic rules<\/span>, the merger does not give rise to any rights that a third party would have upon a dissolution, liquidation<\/span>, or winding up of that party. The merger does not require a party to the merger to wind up the affairs of that party and does not constitute or cause its dissolution, termination, or cancellation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance that is made to an entity that is a party to a merger<\/span> that is not the survivor<\/span> and that takes effect or remains payable after the merger inures to the survivor<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> A trust obligation that would govern property if transferred to a nonsurviving entity applies to property that is transferred to the survivor<\/span> after a merger becomes effective. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF MERGER OR SHARE EXCHANGE (\u00a7 13.1-721)\n\nA. When a merger becomes effective:\n\n 1. The domestic or foreign corporation or eligible entity that is designated\n in the plan of merger as the survivor continues or comes into existence as the\n case may be;\n\n 2. The separate existence of every domestic or foreign corporation or eligible\n entity that is merged into the survivor ceases;\n\n 3. All property owned by, and every contract right possessed by, each domestic\n or foreign corporation or eligible entity that merges into the survivor is\n vested in the survivor without transfer, reversion or impairment;\n\n 4. All debts, obligations, and liabilities of each domestic or foreign\n corporation or eligible entity that is merged into the survivor are debts,\n obligations, or liabilities of the survivor;\n\n 5. The name of the survivor may, but need not be, substituted in any pending\n proceeding for the name of any party to the merger whose separate existence\n ceased in the merger;\n\n 6. If the survivor is a domestic corporation, the articles of incorporation\n and bylaws of the survivor are amended to the extent provided in the plan of\n merger;\n\n 7. The articles of incorporation and bylaws of a survivor that is a domestic\n corporation created by the merger become effective;\n\n 8. The shares of each domestic or foreign corporation that is a party to the\n merger, and the eligible interests in a domestic or foreign eligible entity\n that is a party to the merger, that are to be converted under the plan of\n merger into shares, other securities, eligible interests, obligations, rights\n to acquire shares, other securities, or eligible interests, cash, other\n property or any combination of the foregoing, are converted, and the former\n holders of such shares or eligible interests are entitled only to the rights\n provided to them in the plan of merger or to any rights they may have under\n Article 15 (§ 13.1-729 et seq.) or the organic law governing the foreign\n corporation or domestic or foreign eligible entity;\n\n 9. Except as provided by law or the plan of merger, all the rights,\n privileges, franchises, and immunities of each entity that was a party to the\n merger, other than the survivor, are the rights, privileges, franchises, and\n immunities of the survivor; and\n\n 10. If the survivor existed before the merger:\n \t\t\t\ta. All the property and contract rights of the survivor remain its\n property and contract rights without transfer, reversion, or impairment;\n \t\t\t\tb. The survivor remains subject to all its debts, obligations, and other\n liabilities; and\n \t\t\t\tc. Except as provided by law or the plan of merger, the survivor continues\n to hold all of its rights, privileges, franchises, and immunities.\n\nB. When a share exchange becomes effective, the shares or eligible interests in\nthe acquired entity that are to be exchanged for shares and other securities,\neligible interests, obligations, rights to acquire shares, other securities,\neligible interests, cash, other property, or any combination of the foregoing,\nare entitled only to the rights provided to them in the plan of share exchange\nor to any rights they may have under Article 15 (§ 13.1-729 et seq.) or\nunder the organic law governing the acquired entity.\n\nC. Except as otherwise provided in the articles of incorporation of a domestic\ncorporation or the organic law governing or organic rules of a foreign\ncorporation or a domestic or foreign eligible entity, the effect of a merger or\nshare exchange on interest holder liability is as follows:\n\n 1. A person who becomes subject to a new interest holder liability in respect\n of an entity as a result of a merger or share exchange shall have that new\n interest holder liability only in respect of interest holder liabilities that\n arise after the merger or share exchange becomes effective.\n\n 2. If a person had interest holder liability with respect to a party to the\n merger or the acquired entity before the merger or share exchange becomes\n effective with respect to shares or eligible interests of such party or\n acquired entity that were (i) exchanged in the merger or share exchange, (ii)\n were canceled in the merger, or (iii) the terms and conditions of which\n relating to interest holder liability were amended pursuant to the merger:\n \t\t\t\ta. The merger or share exchange does not discharge that prior interest\n holder liability with respect to any interest holder liabilities that arose\n before the merger or share exchange becomes effective.\n \t\t\t\tb. The provisions of the organic law governing any entity for which the\n person had that prior interest holder liability shall continue to apply to the\n collection or discharge of any interest holder liabilities preserved by\n subdivision C 2 a, as if the merger or share exchange had not occurred.\n \t\t\t\tc. The person shall have such rights of contribution from other persons as\n are provided by the organic law governing the entity for which the person had\n that prior interest holder liability with respect to any interest holder\n liabilities preserved by subdivision C 2 a, as if the merger or share exchange\n had not occurred.\n \t\t\t\td. The person shall not, by reason of such prior interest holder\n liability, have interest holder liability with respect to any interest holder\n liabilities that arise after the merger or share exchange becomes effective.\n\n 3. If a person has interest holder liability both before and after a merger\n becomes effective with unchanged terms and conditions with respect to the\n entity that is the survivor by reason of owning the same shares or eligible\n interests before and after the merger becomes effective, the merger has no\n effect on such interest holder liability.\n\n 4. A share exchange has no effect on interest holder liability related to\n shares or eligible interests of the acquired entity that were not exchanged in\n the share exchange.\n\nD. Upon a merger becoming effective, a foreign corporation or a foreign eligible\nentity that is the survivor of the merger is deemed to:\n\n 1. Appoint the clerk of the Commission as its agent for service of process in\n any proceeding (i) to enforce the rights of shareholders of each domestic\n corporation that was a party to the merger who exercise appraisal rights or\n (ii) based on a cause of action against a nonsurviving domestic corporation\n arising during the time it was in existence under the laws of the\n Commonwealth, which service of process shall be made on the clerk in\n accordance with § 12.1-19.1; and\n\n 2. Agree that it will promptly pay the amount, if any, to which such\n shareholders are entitled under Article 15 (§ 13.1-729 et seq.).\n\nE. No corporation that is required by law to be a domestic corporation, may, by\nmerger, cease to be a domestic corporation, but every such corporation, even\nthough a corporation of some other state, the United States or another country,\nshall also be a domestic corporation of the Commonwealth.\n\nF. Except as provided in the organic law governing a party to a merger or in its\narticles of incorporation or organic rules, the merger does not give rise to any\nrights that a third party would have upon a dissolution, liquidation, or winding\nup of that party. The merger does not require a party to the merger to wind up\nthe affairs of that party and does not constitute or cause its dissolution,\ntermination, or cancellation.\n\nG. A bequest, devise, gift, grant, or promise contained in a will or other\ninstrument of donation, subscription, or conveyance that is made to an entity\nthat is a party to a merger that is not the survivor and that takes effect or\nremains payable after the merger inures to the survivor.\n\nH. A trust obligation that would govern property if transferred to a\nnonsurviving entity applies to property that is transferred to the survivor\nafter a merger becomes effective.\n\nHISTORY: Code 1950, \u00a7 13.1-74; 1956, c. 428; 1962, c. 44; 1975, c. 500; 1985,\nc. 522; 2005, c. 765; 2019, c. 734; 2020, 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}}