{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-895.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-895.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-895.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-895.html"}],"law_id":82018,"edition_id":1,"section_id":82018,"structure_id":16181,"section_number":"13.1-895","catch_line":"Action on plan of merger","history":"Code 1950, \u00a7 13.1-242; 1956, c. 428; 1985, c. 522; 2002, c. 607; 2007, c. 925; 2015, c. 611.","full_text":"A\n\nIn the case of a domestic corporation that is a party to a merger, where the members of any merging corporation have voting rights the plan of merger shall be adopted by the board of directors. Except as provided in subsection F, after adopting a plan of merger, the board of directors shall submit the plan to the members for their approval.\n\t\t\tThe board of directors shall also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination.B\n\nThe board of directors may condition its submission of the plan of merger to the members on any basis.C\n\nIf the plan of merger is required to be approved by the members, and if the approval is to be given at a meeting, the corporation shall notify each member, whether or not entitled to vote, of the meeting of members at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing domestic or foreign corporation or eligible entity and its members are to receive membership or other interests in the surviving corporation or eligible entity, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation or organic document of that corporation or eligible entity. If the corporation is to be merged into a domestic or foreign corporation or eligible entity that is to be created pursuant to the merger and its members are to receive membership or other interests in the surviving corporation or eligible entity, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation or organic document of the new domestic or foreign corporation or eligible entity.D\n\nUnless the articles of incorporation or the board of directors acting pursuant to subsection B, requires a greater vote, the plan of merger to be authorized shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes cast by that voting group at a meeting at which a quorum of the voting group exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group exists.E\n\nSeparate voting by voting groups is required:1\n\nOn a plan of merger by each class of members:\n\t\t\t\ta. Whose membership interests are to be converted under the plan of merger into membership interests in a different domestic or foreign corporation, or eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash, other property, or any combination of the foregoing; or\n\t\t\t\tb. Who would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the articles of incorporation, would require action by separate voting groups under &#xA7; 13.1-887.2\n\nOn a plan of merger, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger.F\n\nUnless the articles of incorporation otherwise provide, approval by the corporation&#8217;s members of a plan of merger is not required if:1\n\nThe corporation will survive the merger;2\n\nExcept for amendments permitted by subsection B of &#xA7; 13.1-885, its articles of incorporation will not be changed; and3\n\nEach person who is a member of the corporation immediately before the effective time of the merger will retain the same membership interest with identical designation, preferences, limitations, and rights immediately after the effective time of the merger.G\n\nWhere any merging corporation has no members, or no members having voting rights, a plan of merger shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.H\n\nIf as a result of a merger one or more members of a domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger shall require the execution by each member of a separate written consent to become subject to such owner liability.","order_by":null,"text":{"0":{"id":293882,"text":"In the case of a domestic corporation that is a party to a merger, where the members of any merging corporation have voting rights the plan of merger shall be adopted by the board of directors. Except as provided in subsection F, after adopting a plan of merger, the board of directors shall submit the plan to the members for their approval.\n\t\t\tThe board of directors shall also transmit to the members a recommendation that the members approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":293883,"text":"The board of directors may condition its submission of the plan of merger to the members on any basis.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":293884,"text":"If the plan of merger is required to be approved by the members, and if the approval is to be given at a meeting, the corporation shall notify each member, whether or not entitled to vote, of the meeting of members at which the plan is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan and contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing domestic or foreign corporation or eligible entity and its members are to receive membership or other interests in the surviving corporation or eligible entity, the notice shall also include or be accompanied by a copy or summary of the articles of incorporation or organic document of that corporation or eligible entity. If the corporation is to be merged into a domestic or foreign corporation or eligible entity that is to be created pursuant to the merger and its members are to receive membership or other interests in the surviving corporation or eligible entity, the notice shall include or be accompanied by a copy or a summary of the articles of incorporation or organic document of the new domestic or foreign corporation or eligible entity.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":293885,"text":"Unless the articles of incorporation or the board of directors acting pursuant to subsection B, requires a greater vote, the plan of merger to be authorized shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes cast by that voting group at a meeting at which a quorum of the voting group exists. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the transaction at a meeting at which a quorum of the voting group exists.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":293886,"text":"Separate voting by voting groups is required:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"5":{"id":293887,"text":"On a plan of merger by each class of members:\n\t\t\t\ta. Whose membership interests are to be converted under the plan of merger into membership interests in a different domestic or foreign corporation, or eligible interests or other securities, obligations, rights to acquire membership interests, eligible interests or other securities, cash, other property, or any combination of the foregoing; or\n\t\t\t\tb. Who would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the articles of incorporation, would require action by separate voting groups under &#xA7; 13.1-887.","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"6":{"id":293888,"text":"On a plan of merger, if the voting group is entitled under the articles of incorporation to vote as a voting group to approve a plan of merger.","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"F"},"7":{"id":293889,"text":"Unless the articles of incorporation otherwise provide, approval by the corporation&#8217;s members of a plan of merger is not required if:","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E2","next_prefix":"F1"},"8":{"id":293890,"text":"The corporation will survive the merger;","type":"section","prefixes":["F","1"],"prefix":"1","entire_prefix":"F1","prefix_anchor":"F1","level":2,"prior_prefix":"F","next_prefix":"F2"},"9":{"id":293891,"text":"Except for amendments permitted by subsection B of &#xA7; 13.1-885, its articles of incorporation will not be changed; and","type":"section","prefixes":["F","2"],"prefix":"2","entire_prefix":"F2","prefix_anchor":"F2","level":2,"prior_prefix":"F1","next_prefix":"F3"},"10":{"id":293892,"text":"Each person who is a member of the corporation immediately before the effective time of the merger will retain the same membership interest with identical designation, preferences, limitations, and rights immediately after the effective time of the merger.","type":"section","prefixes":["F","3"],"prefix":"3","entire_prefix":"F3","prefix_anchor":"F3","level":2,"prior_prefix":"F2","next_prefix":"G"},"11":{"id":293893,"text":"Where any merging corporation has no members, or no members having voting rights, a plan of merger shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F3","next_prefix":"H"},"12":{"id":293894,"text":"If as a result of a merger one or more members of a domestic corporation would become subject to owner liability for the debts, obligations, or liabilities of any other person or entity, approval of the plan of merger shall require the execution by each member of a separate written consent to become subject to such owner liability.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G"}},"ancestry":[{"id":16181,"edition_id":1,"name":"Merger","identifier":"11","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 04:08:22","date_modified":"2026-06-26 04:08:22","permalink":{"id":147619,"object_type":"structure","relational_id":16181,"identifier":"11","token":"13.1\/10\/11","url":"\/13.1\/10\/11\/","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":65123,"structure_id":16181,"section_number":"13.1-893.1","catch_line":"Definitions","url":"\/13.1-893.1\/","token":"13.1\/10\/11\/13.1-893.1","metadata":false},{"id":67958,"structure_id":16181,"section_number":"13.1-894","catch_line":"Merger","url":"\/13.1-894\/","token":"13.1\/10\/11\/13.1-894","metadata":false},{"id":82018,"structure_id":16181,"section_number":"13.1-895","catch_line":"Action on plan of merger","url":"\/13.1-895\/","token":"13.1\/10\/11\/13.1-895","metadata":false},{"id":64509,"structure_id":16181,"section_number":"13.1-896","catch_line":"Articles of merger","url":"\/13.1-896\/","token":"13.1\/10\/11\/13.1-896","metadata":false},{"id":71876,"structure_id":16181,"section_number":"13.1-897","catch_line":"Effect of merger","url":"\/13.1-897\/","token":"13.1\/10\/11\/13.1-897","metadata":false},{"id":69763,"structure_id":16181,"section_number":"13.1-897.1","catch_line":"Abandonment of a merger","url":"\/13.1-897.1\/","token":"13.1\/10\/11\/13.1-897.1","metadata":false},{"id":68446,"structure_id":16181,"section_number":"13.1-898","catch_line":"Repealed","url":"\/13.1-898\/","token":"13.1\/10\/11\/13.1-898","metadata":false}],"previous_section":{"id":67958,"structure_id":16181,"section_number":"13.1-894","catch_line":"Merger","url":"\/13.1-894\/","token":"13.1\/10\/11\/13.1-894","metadata":false},"next_section":{"id":64509,"structure_id":16181,"section_number":"13.1-896","catch_line":"Articles of merger","url":"\/13.1-896\/","token":"13.1\/10\/11\/13.1-896","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-895\/","history_text":"<p>The record of this law\u2019s original creation isn\u2019t available online. It has been modified 5 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 1985, chapter 522; in 2002, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?021+ful+CHAP0607\">607<\/a>; in 2007, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?071+ful+CHAP0925\">925<\/a>; in 2015, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?151+ful+CHAP0611\">611<\/a>.<\/p>","references":[{"id":59642,"section_number":"38.2-4204.1","catch_line":"Commission approval of mergers of nonstock corporations operating prepaid hospital, medical and surgical services plans","order_by":null,"url":"\/38.2-4204.1\/"},{"id":61378,"section_number":"6.2-1205","catch_line":"Merger, consolidation or transfer of assets of insolvent or financially unstable savings institution; notice and hearing; final order; priorities; examinations of resulting institutions","order_by":null,"url":"\/6.2-1205\/"},{"id":60747,"section_number":"6.2-1317","catch_line":"Supervisory merger or transfer of assets of insolvent or financially unstable credit union","order_by":null,"url":"\/6.2-1317\/"},{"id":68280,"section_number":"6.2-1344","catch_line":"Voluntary merger","order_by":null,"url":"\/6.2-1344\/"}],"refers_to":[{"id":58197,"section_number":"13.1-885","catch_line":"Amendment of articles of incorporation by directors","order_by":null,"url":"\/13.1-885\/"}],"permalink":{"id":147629,"object_type":"law","relational_id":82018,"identifier":"13.1-895","token":"13.1\/10\/11\/13.1-895","url":"\/13.1-895\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-895\/","token":"13.1\/10\/11\/13.1-895","dublin_core":{"Title":"Action on plan of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-895","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> In the case of a <span class=\"dictionary\">domestic corporation<\/span> that is a <span class=\"dictionary\">party to a merger<\/span>, where the <span class=\"dictionary\">members<\/span> of any merging corporation have voting rights the plan of merger shall be adopted by the <span class=\"dictionary\">board of directors<\/span>. Except as provided in subsection F, after adopting a plan of merger, the <span class=\"dictionary\">board of directors<\/span> shall submit the plan to the <span class=\"dictionary\">members<\/span> for their approval.\n\t\t\tThe <span class=\"dictionary\">board of directors<\/span> shall also transmit to the <span class=\"dictionary\">members<\/span> a recommendation that the <span class=\"dictionary\">members<\/span> approve the plan, unless the <span class=\"dictionary\">board of directors<\/span> makes a determination that because of conflicts of <span class=\"dictionary\">interest<\/span> or other special circumstances it should not make such a recommendation, in which case the <span class=\"dictionary\">board of directors<\/span> shall transmit to the <span class=\"dictionary\">members<\/span> the basis for that determination. <a id=\"paragraph-293882\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> The <span class=\"dictionary\">board of directors<\/span> may condition its submission of the plan of merger to the <span class=\"dictionary\">members<\/span> on any basis. <a id=\"paragraph-293883\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> If the plan of merger is required to be approved by the <span class=\"dictionary\">members<\/span>, and if the approval is to be given at a meeting, the corporation shall notify each <span class=\"dictionary\">member<\/span>, whether or not entitled to vote, of the meeting of <span class=\"dictionary\">members<\/span> at which the plan is to be submitted for approval. The notice shall <span class=\"dictionary\">state<\/span> that the purpose, or one of the purposes, of the meeting is to consider the plan and contain or be accompanied by a copy or summary of the plan. If the corporation is to be merged into an existing domestic or <span class=\"dictionary\">foreign corporation<\/span> or <span class=\"dictionary\">eligible entity<\/span> and its <span class=\"dictionary\">members<\/span> are to receive membership or other <span class=\"dictionary\">interests<\/span> in the surviving corporation or <span class=\"dictionary\">eligible entity<\/span>, the notice shall also include or be accompanied by a copy or summary of the <span class=\"dictionary\">articles of incorporation<\/span> or <span class=\"dictionary\">organic document<\/span> of that corporation or <span class=\"dictionary\">eligible entity<\/span>. If the corporation is to be merged into a domestic or <span class=\"dictionary\">foreign corporation<\/span> or <span class=\"dictionary\">eligible entity<\/span> that is to be created pursuant to the merger and its <span class=\"dictionary\">members<\/span> are to receive membership or other <span class=\"dictionary\">interests<\/span> in the surviving corporation or <span class=\"dictionary\">eligible entity<\/span>, the notice shall include or be accompanied by a copy or a summary of the <span class=\"dictionary\">articles of incorporation<\/span> or <span class=\"dictionary\">organic document<\/span> of the new domestic or <span class=\"dictionary\">foreign corporation<\/span> or <span class=\"dictionary\">eligible entity<\/span>. <a id=\"paragraph-293884\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> Unless the <span class=\"dictionary\">articles of incorporation<\/span> or the <span class=\"dictionary\">board of directors<\/span> acting pursuant to subsection B, requires a greater vote, the plan of merger to be authorized shall be approved by each <span class=\"dictionary\">voting group<\/span> entitled to vote on the plan by more than two-thirds of all the votes cast by that <span class=\"dictionary\">voting group<\/span> at a meeting at which a quorum of the <span class=\"dictionary\">voting group<\/span> exists. The <span class=\"dictionary\">articles of incorporation<\/span> may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate <span class=\"dictionary\">voting groups<\/span> so long as the vote provided for is not less than a majority of all the votes cast on the plan by each <span class=\"dictionary\">voting group<\/span> entitled to vote on the transaction at a meeting at which a quorum of the <span class=\"dictionary\">voting group<\/span> exists. <a id=\"paragraph-293885\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E\"><p><span class=\"prefix-number\">E.<\/span> Separate voting by <span class=\"dictionary\">voting groups<\/span> is required: <a id=\"paragraph-293886\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#E\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> On a plan of merger by each class of <span class=\"dictionary\">members<\/span>:\n\t\t\t\ta. Whose <span class=\"dictionary\">membership interests<\/span> are to be converted under the plan of merger into <span class=\"dictionary\">membership interests<\/span> in a different domestic or <span class=\"dictionary\">foreign corporation<\/span>, or <span class=\"dictionary\">eligible interests<\/span> or other securities, obligations, rights to acquire <span class=\"dictionary\">membership interests<\/span>, <span class=\"dictionary\">eligible interests<\/span> or other securities, cash, other property, or any combination of the foregoing; or\n\t\t\t\tb. Who would be entitled to vote as a separate group on a provision in the plan that, if contained in a proposed amendment to the <span class=\"dictionary\">articles of incorporation<\/span>, would require action by separate <span class=\"dictionary\">voting groups<\/span> under &#xA7; <a class=\"law\" title=\"Voting on amendments by voting groups\" href=\"\/13.1-887\/\">13.1-887<\/a>. <a id=\"paragraph-293887\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#E1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"E2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> On a plan of merger, if the <span class=\"dictionary\">voting group<\/span> is entitled under the <span class=\"dictionary\">articles of incorporation<\/span> to vote as a <span class=\"dictionary\">voting group<\/span> to approve a plan of merger. <a id=\"paragraph-293888\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#E2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"F\"><p><span class=\"prefix-number\">F.<\/span> Unless the <span class=\"dictionary\">articles of incorporation<\/span> otherwise provide, approval by the corporation&#8217;s <span class=\"dictionary\">members<\/span> of a plan of merger is not required if: <a id=\"paragraph-293889\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#F\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"F1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> The corporation will survive the merger; <a id=\"paragraph-293890\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#F1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"F2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> Except for amendments permitted by subsection B of &#xA7; <a class=\"law\" title=\"Amendment of articles of incorporation by directors\" href=\"\/13.1-885\/\">13.1-885<\/a>, its <span class=\"dictionary\">articles of incorporation<\/span> will not be changed; and <a id=\"paragraph-293891\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#F2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"F3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> Each <span class=\"dictionary\">person<\/span> who is a <span class=\"dictionary\">member<\/span> of the corporation immediately before the effective time of the merger will retain the same <span class=\"dictionary\">membership interest<\/span> with identical designation, preferences, limitations, and rights immediately after the effective time of the merger. <a id=\"paragraph-293892\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#F3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"G\"><p><span class=\"prefix-number\">G.<\/span> Where any merging corporation has no <span class=\"dictionary\">members<\/span>, or no <span class=\"dictionary\">members<\/span> having voting rights, a plan of merger shall be adopted at a meeting of the <span class=\"dictionary\">board of directors<\/span> of such corporation upon receiving the vote of a majority of the directors in office. <a id=\"paragraph-293893\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#G\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"H\"><p><span class=\"prefix-number\">H.<\/span> If as a result of a merger one or more <span class=\"dictionary\">members<\/span> of a <span class=\"dictionary\">domestic corporation<\/span> would become subject to owner liability for the debts, obligations, or liabilities of any other <span class=\"dictionary\">person<\/span> or entity, approval of the plan of merger shall require the execution by each <span class=\"dictionary\">member<\/span> of a separate <span class=\"dictionary\">written<\/span> consent to become subject to such owner liability. <a id=\"paragraph-293894\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-895\/#H\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nACTION ON PLAN OF MERGER (\u00a7 13.1-895)\n\nA. In the case of a domestic corporation that is a party to a merger, where the\nmembers of any merging corporation have voting rights the plan of merger shall\nbe adopted by the board of directors. Except as provided in subsection F, after\nadopting a plan of merger, the board of directors shall submit the plan to the\nmembers for their approval.\n\t\t\tThe board of directors shall also transmit to the members a recommendation\nthat the members approve the plan, unless the board of directors makes a\ndetermination that because of conflicts of interest or other special\ncircumstances it should not make such a recommendation, in which case the board\nof directors shall transmit to the members the basis for that determination.\n\nB. The board of directors may condition its submission of the plan of merger to\nthe members on any basis.\n\nC. If the plan of merger is required to be approved by the members, and if the\napproval is to be given at a meeting, the corporation shall notify each member,\nwhether or not entitled to vote, of the meeting of members at which the plan is\nto be submitted for approval. The notice shall state that the purpose, or one of\nthe purposes, of the meeting is to consider the plan and contain or be\naccompanied by a copy or summary of the plan. If the corporation is to be merged\ninto an existing domestic or foreign corporation or eligible entity and its\nmembers are to receive membership or other interests in the surviving\ncorporation or eligible entity, the notice shall also include or be accompanied\nby a copy or summary of the articles of incorporation or organic document of\nthat corporation or eligible entity. If the corporation is to be merged into a\ndomestic or foreign corporation or eligible entity that is to be created\npursuant to the merger and its members are to receive membership or other\ninterests in the surviving corporation or eligible entity, the notice shall\ninclude or be accompanied by a copy or a summary of the articles of\nincorporation or organic document of the new domestic or foreign corporation or\neligible entity.\n\nD. Unless the articles of incorporation or the board of directors acting\npursuant to subsection B, requires a greater vote, the plan of merger to be\nauthorized shall be approved by each voting group entitled to vote on the plan\nby more than two-thirds of all the votes cast by that voting group at a meeting\nat which a quorum of the voting group exists. The articles of incorporation may\nprovide for a greater or lesser vote than that provided for in this subsection\nor a vote by separate voting groups so long as the vote provided for is not less\nthan a majority of all the votes cast on the plan by each voting group entitled\nto vote on the transaction at a meeting at which a quorum of the voting group\nexists.\n\nE. Separate voting by voting groups is required:\n\n   1. On a plan of merger by each class of members:\n   \t\t\t\ta. Whose membership interests are to be converted under the plan of merger\n   into membership interests in a different domestic or foreign corporation, or\n   eligible interests or other securities, obligations, rights to acquire\n   membership interests, eligible interests or other securities, cash, other\n   property, or any combination of the foregoing; or\n   \t\t\t\tb. Who would be entitled to vote as a separate group on a provision in the\n   plan that, if contained in a proposed amendment to the articles of\n   incorporation, would require action by separate voting groups under &#xA7;\n   13.1-887.\n\n   2. On a plan of merger, if the voting group is entitled under the articles of\n   incorporation to vote as a voting group to approve a plan of merger.\n\nF. Unless the articles of incorporation otherwise provide, approval by the\ncorporation&#8217;s members of a plan of merger is not required if:\n\n   1. The corporation will survive the merger;\n\n   2. Except for amendments permitted by subsection B of &#xA7; 13.1-885, its\n   articles of incorporation will not be changed; and\n\n   3. Each person who is a member of the corporation immediately before the\n   effective time of the merger will retain the same membership interest with\n   identical designation, preferences, limitations, and rights immediately after\n   the effective time of the merger.\n\nG. Where any merging corporation has no members, or no members having voting\nrights, a plan of merger shall be adopted at a meeting of the board of directors\nof such corporation upon receiving the vote of a majority of the directors in\noffice.\n\nH. If as a result of a merger one or more members of a domestic corporation\nwould become subject to owner liability for the debts, obligations, or\nliabilities of any other person or entity, approval of the plan of merger shall\nrequire the execution by each member of a separate written consent to become\nsubject to such owner liability.\n\nHISTORY: Code 1950, \u00a7 13.1-242; 1956, c. 428; 1985, c. 522; 2002, c. 607; 2007,\nc. 925; 2015, c. 611.","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}}