{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-804.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-804.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-804.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-804.1.html"}],"law_id":78470,"edition_id":1,"section_id":78470,"structure_id":13083,"section_number":"13.1-804.1","catch_line":"Filing with the Commission pursuant to reorganization","history":"2007, c. 925.","full_text":"A\n\nNotwithstanding anything to the contrary contained in § 13.1-804, 13.1-819, 13.1-896, or 13.1-904, whenever, pursuant to any applicable statute of the United States relating to reorganizations of corporations, a plan of reorganization of a corporation has been confirmed by the decree or order of a court of competent jurisdiction, the corporation may, without action by the board of directors or members to carry out the plan of reorganization ordered or decreed by such court of competent jurisdiction under federal statute, put into effect and carry out the plan and decrees of the court relative thereto (i) through an amendment or amendments to the corporation’s articles of incorporation containing terms and conditions permitted by this Act, (ii) through a plan of merger, or (iii) through dissolution.B\n\nThe individual or individuals designated by the court shall file with the Commission articles of amendment, merger, or dissolution, which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:1\n\nThe name of the corporation;2\n\nThe text of each amendment, plan of merger, or dissolution approved by the court;3\n\nThe date of the court’s order or decree approving the articles of amendment, plan of merger, or dissolution;4\n\nThe title of the reorganization proceeding in which the order or decree was entered; and5\n\nA statement that the court had jurisdiction of the proceeding under federal statute.C\n\nIf the Commission finds that the articles of amendment, merger, or dissolution comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, merger, or dissolution.D\n\nThis section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.","order_by":null,"text":{"0":{"id":281282,"text":"Notwithstanding anything to the contrary contained in § 13.1-804, 13.1-819, 13.1-896, or 13.1-904, whenever, pursuant to any applicable statute of the United States relating to reorganizations of corporations, a plan of reorganization of a corporation has been confirmed by the decree or order of a court of competent jurisdiction, the corporation may, without action by the board of directors or members to carry out the plan of reorganization ordered or decreed by such court of competent jurisdiction under federal statute, put into effect and carry out the plan and decrees of the court relative thereto (i) through an amendment or amendments to the corporation’s articles of incorporation containing terms and conditions permitted by this Act, (ii) through a plan of merger, or (iii) through dissolution.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":281283,"text":"The individual or individuals designated by the court shall file with the Commission articles of amendment, merger, or dissolution, which, in addition to the matters otherwise required or permitted by law to be set forth therein, shall set forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":281284,"text":"The name of the corporation;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":281285,"text":"The text of each amendment, plan of merger, or dissolution approved by the court;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":281286,"text":"The date of the court’s order or decree approving the articles of amendment, plan of merger, or dissolution;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"5":{"id":281287,"text":"The title of the reorganization proceeding in which the order or decree was entered; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"6":{"id":281288,"text":"A statement that the court had jurisdiction of the proceeding under federal statute.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"7":{"id":281289,"text":"If the Commission finds that the articles of amendment, merger, or dissolution comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of amendment, merger, or dissolution.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"D"},"8":{"id":281290,"text":"This section does not apply after entry of a final decree in the reorganization proceeding even though the court retains jurisdiction of the proceeding for limited purposes unrelated to consummation of the reorganization plan.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":13083,"edition_id":1,"name":"General Provisions","identifier":"1","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:44:15","date_modified":"2026-06-26 03:44:15","permalink":{"id":147503,"object_type":"structure","relational_id":13083,"identifier":"1","token":"13.1\/10\/1","url":"\/13.1\/10\/1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":76305,"structure_id":13083,"section_number":"13.1-801","catch_line":"Short title","url":"\/13.1-801\/","token":"13.1\/10\/1\/13.1-801","metadata":false},{"id":86334,"structure_id":13083,"section_number":"13.1-802","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-802\/","token":"13.1\/10\/1\/13.1-802","metadata":false},{"id":65210,"structure_id":13083,"section_number":"13.1-803","catch_line":"Definitions","url":"\/13.1-803\/","token":"13.1\/10\/1\/13.1-803","metadata":false},{"id":73985,"structure_id":13083,"section_number":"13.1-804","catch_line":"Filing requirements","url":"\/13.1-804\/","token":"13.1\/10\/1\/13.1-804","metadata":false},{"id":78470,"structure_id":13083,"section_number":"13.1-804.1","catch_line":"Filing with the Commission pursuant to reorganization","url":"\/13.1-804.1\/","token":"13.1\/10\/1\/13.1-804.1","metadata":false},{"id":64300,"structure_id":13083,"section_number":"13.1-805","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-805\/","token":"13.1\/10\/1\/13.1-805","metadata":false},{"id":57394,"structure_id":13083,"section_number":"13.1-806","catch_line":"Effective time and date of document","url":"\/13.1-806\/","token":"13.1\/10\/1\/13.1-806","metadata":false},{"id":58842,"structure_id":13083,"section_number":"13.1-807","catch_line":"Correcting filed articles","url":"\/13.1-807\/","token":"13.1\/10\/1\/13.1-807","metadata":false},{"id":54131,"structure_id":13083,"section_number":"13.1-808","catch_line":"Evidentiary effect of copy of filed document","url":"\/13.1-808\/","token":"13.1\/10\/1\/13.1-808","metadata":false},{"id":86181,"structure_id":13083,"section_number":"13.1-809","catch_line":"Certificate of good standing","url":"\/13.1-809\/","token":"13.1\/10\/1\/13.1-809","metadata":false},{"id":64245,"structure_id":13083,"section_number":"13.1-810","catch_line":"Notices and other communications","url":"\/13.1-810\/","token":"13.1\/10\/1\/13.1-810","metadata":false},{"id":62349,"structure_id":13083,"section_number":"13.1-810.1","catch_line":"Number of members","url":"\/13.1-810.1\/","token":"13.1\/10\/1\/13.1-810.1","metadata":false},{"id":76433,"structure_id":13083,"section_number":"13.1-811","catch_line":"Penalty for signing false documents","url":"\/13.1-811\/","token":"13.1\/10\/1\/13.1-811","metadata":false},{"id":59695,"structure_id":13083,"section_number":"13.1-812","catch_line":"Unlawful to transact or offer to transact business as a corporation unless authorized","url":"\/13.1-812\/","token":"13.1\/10\/1\/13.1-812","metadata":false},{"id":77969,"structure_id":13083,"section_number":"13.1-813","catch_line":"Hearing and finality of Commission action; injunctions","url":"\/13.1-813\/","token":"13.1\/10\/1\/13.1-813","metadata":false},{"id":64620,"structure_id":13083,"section_number":"13.1-814","catch_line":"Shares of stock and dividends prohibited","url":"\/13.1-814\/","token":"13.1\/10\/1\/13.1-814","metadata":false},{"id":78466,"structure_id":13083,"section_number":"13.1-814.1","catch_line":"Special provisions for community associations","url":"\/13.1-814.1\/","token":"13.1\/10\/1\/13.1-814.1","metadata":false}],"previous_section":{"id":73985,"structure_id":13083,"section_number":"13.1-804","catch_line":"Filing requirements","url":"\/13.1-804\/","token":"13.1\/10\/1\/13.1-804","metadata":false},"next_section":{"id":64300,"structure_id":13083,"section_number":"13.1-805","catch_line":"Issuance of certificate by Commission; recordation of documents","url":"\/13.1-805\/","token":"13.1\/10\/1\/13.1-805","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-804.1\/","history_text":"

This law was first created in 2007. The record of its establishment is cataloged in chapter 925<\/a> 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.<\/p>","references":false,"refers_to":[{"id":73985,"section_number":"13.1-804","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-804\/"},{"id":72443,"section_number":"13.1-819","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-819\/"},{"id":64509,"section_number":"13.1-896","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-896\/"},{"id":74663,"section_number":"13.1-904","catch_line":"Articles of dissolution","order_by":null,"url":"\/13.1-904\/"}],"permalink":{"id":147521,"object_type":"law","relational_id":78470,"identifier":"13.1-804.1","token":"13.1\/10\/1\/13.1-804.1","url":"\/13.1-804.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-804.1\/","token":"13.1\/10\/1\/13.1-804.1","dublin_core":{"Title":"Filing with the Commission pursuant to reorganization","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-804.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Notwithstanding anything to the contrary contained in § 13.1-804<\/a>, 13.1-819<\/a>, 13.1-896<\/a>, or 13.1-904<\/a>, whenever, pursuant to any applicable statute<\/span> of the United States<\/span> relating to reorganizations of corporations<\/span>, a plan of reorganization of a corporation<\/span> has been confirmed by the decree<\/span> or order<\/span> of a court<\/span> of competent jurisdiction<\/span>, the corporation<\/span> may, without action by the board of directors<\/span> or members<\/span> to carry out the plan of reorganization ordered or decreed by such court<\/span> of competent jurisdiction<\/span> under federal statute<\/span>, put into effect and carry out the plan and decrees<\/span> of the court<\/span> relative thereto (i) through an amendment or amendments to the corporation<\/span>’s articles of incorporation<\/span> containing terms and conditions permitted by this Act, (ii) through a plan of merger, or (iii) through dissolution. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The individual<\/span> or individuals<\/span> designated by the court<\/span> shall file with the Commission<\/span> articles of amendment, merger, or dissolution, which, in addition to the matters otherwise required or permitted by law<\/span> to be set forth therein, shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The text of each amendment, plan of merger, or dissolution approved by the court<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date of the court<\/span>’s order<\/span> or decree<\/span> approving the articles of amendment, plan of merger, or dissolution; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The title of the reorganization proceeding<\/span> in which the order<\/span> or decree<\/span> was entered; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the court<\/span> had jurisdiction<\/span> of the proceeding<\/span> under federal statute<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the Commission<\/span> finds that the articles of amendment, merger, or dissolution comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of amendment, merger, or dissolution. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> This section does not apply after entry of a final decree<\/span> in the reorganization proceeding<\/span> even though the court<\/span> retains jurisdiction<\/span> of the proceeding<\/span> for limited purposes unrelated to consummation of the reorganization plan. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nFILING WITH THE COMMISSION PURSUANT TO REORGANIZATION (\u00a7 13.1-804.1)\n\nA. Notwithstanding anything to the contrary contained in § 13.1-804,\n13.1-819, 13.1-896, or 13.1-904, whenever, pursuant to any applicable statute of\nthe United States relating to reorganizations of corporations, a plan of\nreorganization of a corporation has been confirmed by the decree or order of a\ncourt of competent jurisdiction, the corporation may, without action by the\nboard of directors or members to carry out the plan of reorganization ordered or\ndecreed by such court of competent jurisdiction under federal statute, put into\neffect and carry out the plan and decrees of the court relative thereto (i)\nthrough an amendment or amendments to the corporation’s articles of\nincorporation containing terms and conditions permitted by this Act, (ii)\nthrough a plan of merger, or (iii) through dissolution.\n\nB. The individual or individuals designated by the court shall file with the\nCommission articles of amendment, merger, or dissolution, which, in addition to\nthe matters otherwise required or permitted by law to be set forth therein,\nshall set forth:\n\n 1. The name of the corporation;\n\n 2. The text of each amendment, plan of merger, or dissolution approved by the\n court;\n\n 3. The date of the court’s order or decree approving the articles of\n amendment, plan of merger, or dissolution;\n\n 4. The title of the reorganization proceeding in which the order or decree was\n entered; and\n\n 5. A statement that the court had jurisdiction of the proceeding under federal\n statute.\n\nC. If the Commission finds that the articles of amendment, merger, or\ndissolution comply with the requirements of law and that all required fees have\nbeen paid, it shall issue a certificate of amendment, merger, or dissolution.\n\nD. This section does not apply after entry of a final decree in the\nreorganization proceeding even though the court retains jurisdiction of the\nproceeding for limited purposes unrelated to consummation of the reorganization\nplan.\n\nHISTORY: 2007, c. 925.","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}}