{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-766.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-766.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-766.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-766.1.html"}],"law_id":79297,"edition_id":1,"section_id":79297,"structure_id":13611,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","history":"1986, c. 571; 1990, c. 283; 1992, c. 575; 1997, c. 190; 2004, c. 274; 2006, c. 663; 2015, c. 623; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nWhenever a foreign corporation authorized to transact business in the Commonwealth is a party to a merger permitted by the laws of its jurisdiction of formation, and such foreign corporation is the surviving entity of the merger, it shall, within 30 days after such merger becomes effective, file with the Commission a copy of the instrument of merger duly authenticated by the Secretary of State or other official having custody of corporate records in its jurisdiction of formation; however, the filing shall not be required when a foreign corporation merges with a domestic corporation or eligible entity, the foreign corporation’s articles of incorporation are not amended by said merger, and the articles or statement of merger filed on behalf of the domestic corporation or eligible entity pursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131 contains a statement that the participation of the foreign corporation was duly authorized as required by its organic law.B\n\nWhenever a foreign corporation authorized to transact business in the Commonwealth is a party to a merger permitted by the laws of its jurisdiction of formation, and such corporation is not the surviving entity of the merger or, whenever such a foreign corporation is a party to a consolidation so permitted, the surviving or resulting foreign corporation or eligible entity, if there is one, shall, if not continuing to transact business in the Commonwealth, within 30 days after such merger or consolidation becomes effective, deliver to the Commission a copy of the instrument of merger or consolidation duly authenticated by the Secretary of State or other official having custody of corporate records in the foreign corporation’s jurisdiction of formation, and comply in behalf of the predecessor corporation with the provisions of § 13.1-767. However, if the surviving or resulting foreign corporation or eligible entity is to continue to transact business in the Commonwealth and has not obtained a certificate of authority or a certificate of registration to transact business in the Commonwealth then, within such 30 days, it shall deliver to the Commission an application for a certificate of authority or a certificate of registration to transact business in the Commonwealth, pursuant to and in compliance with § 13.1-759, 13.1-921, 13.1-1052, 13.1-1242, 50-73.54, or 50-73.138, as applicable.C\n\nUpon the merger or consolidation of a foreign corporation with one or more foreign corporations or eligible entities, all property in the Commonwealth owned by any of the foreign corporations or eligible entities shall pass to the surviving or resulting foreign corporation or eligible entity except as otherwise provided by the laws of its jurisdiction of formation, but only from and after the time when a duly authenticated copy of the instrument of merger or consolidation is filed with the Commission.","order_by":null,"text":{"0":{"id":283903,"text":"Whenever a foreign corporation authorized to transact business in the Commonwealth is a party to a merger permitted by the laws of its jurisdiction of formation, and such foreign corporation is the surviving entity of the merger, it shall, within 30 days after such merger becomes effective, file with the Commission a copy of the instrument of merger duly authenticated by the Secretary of State or other official having custody of corporate records in its jurisdiction of formation; however, the filing shall not be required when a foreign corporation merges with a domestic corporation or eligible entity, the foreign corporation’s articles of incorporation are not amended by said merger, and the articles or statement of merger filed on behalf of the domestic corporation or eligible entity pursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131 contains a statement that the participation of the foreign corporation was duly authorized as required by its organic law.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":283904,"text":"Whenever a foreign corporation authorized to transact business in the Commonwealth is a party to a merger permitted by the laws of its jurisdiction of formation, and such corporation is not the surviving entity of the merger or, whenever such a foreign corporation is a party to a consolidation so permitted, the surviving or resulting foreign corporation or eligible entity, if there is one, shall, if not continuing to transact business in the Commonwealth, within 30 days after such merger or consolidation becomes effective, deliver to the Commission a copy of the instrument of merger or consolidation duly authenticated by the Secretary of State or other official having custody of corporate records in the foreign corporation’s jurisdiction of formation, and comply in behalf of the predecessor corporation with the provisions of § 13.1-767. However, if the surviving or resulting foreign corporation or eligible entity is to continue to transact business in the Commonwealth and has not obtained a certificate of authority or a certificate of registration to transact business in the Commonwealth then, within such 30 days, it shall deliver to the Commission an application for a certificate of authority or a certificate of registration to transact business in the Commonwealth, pursuant to and in compliance with § 13.1-759, 13.1-921, 13.1-1052, 13.1-1242, 50-73.54, or 50-73.138, as applicable.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":283905,"text":"Upon the merger or consolidation of a foreign corporation with one or more foreign corporations or eligible entities, all property in the Commonwealth owned by any of the foreign corporations or eligible entities shall pass to the surviving or resulting foreign corporation or eligible entity except as otherwise provided by the laws of its jurisdiction of formation, but only from and after the time when a duly authenticated copy of the instrument of merger or consolidation is filed with the Commission.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":13611,"edition_id":1,"name":"Foreign Corporations","identifier":"17","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:45:23","date_modified":"2026-06-26 03:45:23","permalink":{"id":150685,"object_type":"structure","relational_id":13611,"identifier":"17","token":"13.1\/9\/17","url":"\/13.1\/9\/17\/","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":79833,"structure_id":13611,"section_number":"13.1-757","catch_line":"Authority to transact business required","url":"\/13.1-757\/","token":"13.1\/9\/17\/13.1-757","metadata":false},{"id":60493,"structure_id":13611,"section_number":"13.1-758","catch_line":"Consequences of transacting business without authority","url":"\/13.1-758\/","token":"13.1\/9\/17\/13.1-758","metadata":false},{"id":79232,"structure_id":13611,"section_number":"13.1-759","catch_line":"Application for certificate of authority","url":"\/13.1-759\/","token":"13.1\/9\/17\/13.1-759","metadata":false},{"id":87272,"structure_id":13611,"section_number":"13.1-760","catch_line":"Amended certificate of authority","url":"\/13.1-760\/","token":"13.1\/9\/17\/13.1-760","metadata":false},{"id":81235,"structure_id":13611,"section_number":"13.1-761","catch_line":"Effect of certificate of authority","url":"\/13.1-761\/","token":"13.1\/9\/17\/13.1-761","metadata":false},{"id":54580,"structure_id":13611,"section_number":"13.1-762","catch_line":"Corporate name of foreign corporation","url":"\/13.1-762\/","token":"13.1\/9\/17\/13.1-762","metadata":false},{"id":65307,"structure_id":13611,"section_number":"13.1-763","catch_line":"Registered office and registered agent of foreign corporation","url":"\/13.1-763\/","token":"13.1\/9\/17\/13.1-763","metadata":false},{"id":55681,"structure_id":13611,"section_number":"13.1-764","catch_line":"Change of registered office or registered agent of a foreign corporation","url":"\/13.1-764\/","token":"13.1\/9\/17\/13.1-764","metadata":false},{"id":74162,"structure_id":13611,"section_number":"13.1-765","catch_line":"Resignation of registered agent of foreign corporation","url":"\/13.1-765\/","token":"13.1\/9\/17\/13.1-765","metadata":false},{"id":77560,"structure_id":13611,"section_number":"13.1-766","catch_line":"Service of process on foreign corporation","url":"\/13.1-766\/","token":"13.1\/9\/17\/13.1-766","metadata":false},{"id":79297,"structure_id":13611,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.1\/","token":"13.1\/9\/17\/13.1-766.1","metadata":false},{"id":73258,"structure_id":13611,"section_number":"13.1-766.2","catch_line":"Conversion of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.2\/","token":"13.1\/9\/17\/13.1-766.2","metadata":false},{"id":57087,"structure_id":13611,"section_number":"13.1-767","catch_line":"Withdrawal of foreign corporation","url":"\/13.1-767\/","token":"13.1\/9\/17\/13.1-767","metadata":false},{"id":85340,"structure_id":13611,"section_number":"13.1-768","catch_line":"Automatic revocation of certificate of authority","url":"\/13.1-768\/","token":"13.1\/9\/17\/13.1-768","metadata":false},{"id":81366,"structure_id":13611,"section_number":"13.1-768.1","catch_line":"Repealed","url":"\/13.1-768.1\/","token":"13.1\/9\/17\/13.1-768.1","metadata":false},{"id":59043,"structure_id":13611,"section_number":"13.1-769","catch_line":"Involuntary revocation of certificate of authority","url":"\/13.1-769\/","token":"13.1\/9\/17\/13.1-769","metadata":false},{"id":65810,"structure_id":13611,"section_number":"13.1-769.1","catch_line":"Reinstatement of a foreign corporation's certificate of authority that has been withdrawn or revoked","url":"\/13.1-769.1\/","token":"13.1\/9\/17\/13.1-769.1","metadata":false}],"previous_section":{"id":77560,"structure_id":13611,"section_number":"13.1-766","catch_line":"Service of process on foreign corporation","url":"\/13.1-766\/","token":"13.1\/9\/17\/13.1-766","metadata":false},"next_section":{"id":73258,"structure_id":13611,"section_number":"13.1-766.2","catch_line":"Conversion of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.2\/","token":"13.1\/9\/17\/13.1-766.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-766.1\/","history_text":"

This law was first created in 1986. The record of its establishment is cataloged in chapter 571 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1986 \u201cActs\u201d aren\u2019t available online. It has been modified 8 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 1990, chapter 283; in 1992, chapter 575; in 1997, chapter 190<\/a>; in 2004, chapter 274<\/a>; in 2006, chapter 663<\/a>; in 2015, chapter 623<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":[{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"}],"refers_to":[{"id":75972,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1052\/"},{"id":59408,"section_number":"13.1-1072","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1072\/"},{"id":65259,"section_number":"13.1-1242","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1242\/"},{"id":71717,"section_number":"13.1-1261","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1261\/"},{"id":68388,"section_number":"13.1-720","catch_line":"Articles of merger or share exchange","order_by":null,"url":"\/13.1-720\/"},{"id":79232,"section_number":"13.1-759","catch_line":"Application for certificate of authority","order_by":null,"url":"\/13.1-759\/"},{"id":57087,"section_number":"13.1-767","catch_line":"Withdrawal of foreign corporation","order_by":null,"url":"\/13.1-767\/"},{"id":54503,"section_number":"13.1-921","catch_line":"Application for certificate of authority","order_by":null,"url":"\/13.1-921\/"},{"id":66295,"section_number":"50-73.131","catch_line":"Statement of merger","order_by":null,"url":"\/50-73.131\/"},{"id":63348,"section_number":"50-73.138","catch_line":"Registration of foreign registered limited liability partnerships","order_by":null,"url":"\/50-73.138\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"},{"id":81864,"section_number":"50-73.54","catch_line":"Application for certificate of registration","order_by":null,"url":"\/50-73.54\/"}],"permalink":{"id":150727,"object_type":"law","relational_id":79297,"identifier":"13.1-766.1","token":"13.1\/9\/17\/13.1-766.1","url":"\/13.1-766.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-766.1\/","token":"13.1\/9\/17\/13.1-766.1","dublin_core":{"Title":"Merger of foreign corporation authorized to transact business in Commonwealth","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-766.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever a foreign corporation<\/span> authorized to transact business in the Commonwealth is a party<\/span> to a merger<\/span> permitted by the laws<\/span> of its jurisdiction of formation<\/span>, and such foreign corporation<\/span> is the surviving entity of the merger<\/span>, it shall, within 30 days after such merger<\/span> becomes effective, file with the Commission<\/span> a copy of the instrument of merger<\/span> duly authenticated by the Secretary<\/span> of State<\/span> or other official having custody<\/span> of corporate records in its jurisdiction of formation<\/span>; however, the filing shall not be required when a foreign corporation<\/span> merges with a domestic corporation<\/span> or eligible entity<\/span>, the foreign corporation<\/span>’s articles of incorporation<\/span> are not amended by said merger<\/span>, and the articles or statement of merger<\/span> filed on behalf of the domestic corporation<\/span> or eligible entity<\/span> pursuant to § 13.1-720<\/a>, 13.1-1072<\/a>, 13.1-1261<\/a>, 50-73.48:3<\/a>, or 50-73.131<\/a> contains a statement that the participation of the foreign corporation<\/span> was duly authorized as required by its organic law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Whenever a foreign corporation<\/span> authorized to transact business in the Commonwealth is a party<\/span> to a merger<\/span> permitted by the laws<\/span> of its jurisdiction of formation<\/span>, and such corporation is not the surviving entity of the merger<\/span> or, whenever such a foreign corporation<\/span> is a party<\/span> to a consolidation<\/span> so permitted, the surviving or resulting foreign corporation<\/span> or eligible entity<\/span>, if there is one, shall, if not continuing to transact business in the Commonwealth, within 30 days after such merger<\/span> or consolidation<\/span> becomes effective, deliver<\/span> to the Commission<\/span> a copy of the instrument of merger<\/span> or consolidation<\/span> duly authenticated by the Secretary<\/span> of State<\/span> or other official having custody<\/span> of corporate records in the foreign corporation<\/span>’s jurisdiction of formation<\/span>, and comply in behalf of the predecessor corporation with the provisions of § 13.1-767<\/a>. However, if the surviving or resulting foreign corporation<\/span> or eligible entity<\/span> is to continue to transact business in the Commonwealth and has not obtained a certificate of authority or a certificate of registration to transact business in the Commonwealth then, within such 30 days, it shall deliver<\/span> to the Commission<\/span> an application for a certificate of authority or a certificate of registration to transact business in the Commonwealth, pursuant to and in compliance with § 13.1-759<\/a>, 13.1-921<\/a>, 13.1-1052<\/a>, 13.1-1242<\/a>, 50-73.54<\/a>, or 50-73.138<\/a>, as applicable. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Upon the merger<\/span> or consolidation<\/span> of a foreign corporation<\/span> with one or more foreign corporations<\/span> or eligible entities, all property in the Commonwealth owned by any of the foreign corporations<\/span> or eligible entities shall pass to the surviving or resulting foreign corporation<\/span> or eligible entity<\/span> except as otherwise provided by the laws<\/span> of its jurisdiction of formation<\/span>, but only from and after the time when a duly authenticated copy of the instrument of merger<\/span> or consolidation<\/span> is filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER OF FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN COMMONWEALTH\n(\u00a7 13.1-766.1)\n\nA. Whenever a foreign corporation authorized to transact business in the\nCommonwealth is a party to a merger permitted by the laws of its jurisdiction of\nformation, and such foreign corporation is the surviving entity of the merger,\nit shall, within 30 days after such merger becomes effective, file with the\nCommission a copy of the instrument of merger duly authenticated by the\nSecretary of State or other official having custody of corporate records in its\njurisdiction of formation; however, the filing shall not be required when a\nforeign corporation merges with a domestic corporation or eligible entity, the\nforeign corporation’s articles of incorporation are not amended by said\nmerger, and the articles or statement of merger filed on behalf of the domestic\ncorporation or eligible entity pursuant to § 13.1-720, 13.1-1072,\n13.1-1261, 50-73.48:3, or 50-73.131 contains a statement that the participation\nof the foreign corporation was duly authorized as required by its organic law.\n\nB. Whenever a foreign corporation authorized to transact business in the\nCommonwealth is a party to a merger permitted by the laws of its jurisdiction of\nformation, and such corporation is not the surviving entity of the merger or,\nwhenever such a foreign corporation is a party to a consolidation so permitted,\nthe surviving or resulting foreign corporation or eligible entity, if there is\none, shall, if not continuing to transact business in the Commonwealth, within\n30 days after such merger or consolidation becomes effective, deliver to the\nCommission a copy of the instrument of merger or consolidation duly\nauthenticated by the Secretary of State or other official having custody of\ncorporate records in the foreign corporation’s jurisdiction of formation,\nand comply in behalf of the predecessor corporation with the provisions of\n§ 13.1-767. However, if the surviving or resulting foreign corporation or\neligible entity is to continue to transact business in the Commonwealth and has\nnot obtained a certificate of authority or a certificate of registration to\ntransact business in the Commonwealth then, within such 30 days, it shall\ndeliver to the Commission an application for a certificate of authority or a\ncertificate of registration to transact business in the Commonwealth, pursuant\nto and in compliance with § 13.1-759, 13.1-921, 13.1-1052, 13.1-1242,\n50-73.54, or 50-73.138, as applicable.\n\nC. Upon the merger or consolidation of a foreign corporation with one or more\nforeign corporations or eligible entities, all property in the Commonwealth\nowned by any of the foreign corporations or eligible entities shall pass to the\nsurviving or resulting foreign corporation or eligible entity except as\notherwise provided by the laws of its jurisdiction of formation, but only from\nand after the time when a duly authenticated copy of the instrument of merger or\nconsolidation is filed with the Commission.\n\nHISTORY: 1986, c. 571; 1990, c. 283; 1992, c. 575; 1997, c. 190; 2004, c. 274;\n2006, c. 663; 2015, c. 623; 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}}