{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-896.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-896.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-896.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-896.html"}],"law_id":64509,"edition_id":1,"section_id":64509,"structure_id":16181,"section_number":"13.1-896","catch_line":"Articles of merger","history":"Code 1950, \u00a7\u00a7 13.1-243, 13.1-244; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2000, c. 53; 2003, c. 597; 2007, c. 925; 2009, c. 216.","full_text":"A\n\nAfter a plan of merger has been adopted and approved as required by this Act, articles of merger shall be executed on behalf of each party to the merger. The articles shall set forth:1\n\nThe plan of merger, the names of the parties to the merger, and, for each party that is a foreign corporation or eligible entity, the name of the state or country under whose law it is incorporated or formed;2\n\nIf the articles of incorporation of a domestic corporation that is the survivor of a merger are amended, or if a new domestic corporation is created as a result of a merger, as an attachment to the articles of merger, the amendments to the survivor’s articles of incorporation or the articles of incorporation of the new corporation;3\n\nThe date the plan of merger was adopted by each domestic corporation that was a party to the merger;4\n\nIf the plan of merger required approval by the members of a domestic corporation that was a party to the merger, either:\n\t\t\t\ta. A statement that the plan was approved by the unanimous consent of the members; or\n\t\t\t\tb. A statement that the plan was submitted to the members by the board of directors in accordance with this Act, and a statement of:1\n\nThe designation of and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and2\n\nEither the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.5\n\nIf the plan of merger was adopted by the directors without approval by the members of a domestic corporation that was a party to the merger, a statement that the plan of merger was duly approved by the vote of a majority of the directors in office, including the reason member approval was not required; and6\n\nAs to each foreign corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.B\n\nArticles of merger shall be filed with the Commission by the survivor of the merger. If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.","order_by":null,"text":{"0":{"id":234779,"text":"After a plan of merger has been adopted and approved as required by this Act, articles of merger shall be executed on behalf of each party to the merger. The articles shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":234780,"text":"The plan of merger, the names of the parties to the merger, and, for each party that is a foreign corporation or eligible entity, the name of the state or country under whose law it is incorporated or formed;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":234781,"text":"If the articles of incorporation of a domestic corporation that is the survivor of a merger are amended, or if a new domestic corporation is created as a result of a merger, as an attachment to the articles of merger, the amendments to the survivor’s articles of incorporation or the articles of incorporation of the new corporation;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":234782,"text":"The date the plan of merger was adopted by each domestic corporation that was a party to the merger;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":234783,"text":"If the plan of merger required approval by the members of a domestic corporation that was a party to the merger, either:\n\t\t\t\ta. A statement that the plan was approved by the unanimous consent of the members; or\n\t\t\t\tb. A statement that the plan was submitted to the members by the board of directors in accordance with this Act, and a statement of:","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A41"},"5":{"id":234784,"text":"The designation of and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and","type":"section","prefixes":["A","4","1"],"prefix":"1","entire_prefix":"A41","prefix_anchor":"A41","level":3,"prior_prefix":"A4","next_prefix":"A42"},"6":{"id":234785,"text":"Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.","type":"section","prefixes":["A","4","2"],"prefix":"2","entire_prefix":"A42","prefix_anchor":"A42","level":3,"prior_prefix":"A41","next_prefix":"A5"},"7":{"id":234786,"text":"If the plan of merger was adopted by the directors without approval by the members of a domestic corporation that was a party to the merger, a statement that the plan of merger was duly approved by the vote of a majority of the directors in office, including the reason member approval was not required; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A42","next_prefix":"A6"},"8":{"id":234787,"text":"As to each foreign corporation or eligible entity that was a party to the merger, a statement that the participation of the foreign corporation or eligible entity was duly authorized as required by the organic law of the corporation or eligible entity.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"9":{"id":234788,"text":"Articles of merger shall be filed with the Commission by the survivor of the merger. If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger. Articles of merger filed under this section may be combined with any filing required under the organic law of any domestic eligible entity involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-896\/","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 1975, chapter 500; in 1985, chapter 522; in 2000, chapter 53<\/a>; in 2003, chapter 597<\/a>; in 2007, chapter 925<\/a>; in 2009, chapter 216<\/a>.<\/p>","references":[{"id":78470,"section_number":"13.1-804.1","catch_line":"Filing with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-804.1\/"},{"id":65982,"section_number":"13.1-928.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-928.1\/"}],"refers_to":false,"permalink":{"id":147633,"object_type":"law","relational_id":64509,"identifier":"13.1-896","token":"13.1\/10\/11\/13.1-896","url":"\/13.1-896\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-896\/","token":"13.1\/10\/11\/13.1-896","dublin_core":{"Title":"Articles of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-896","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After a plan of merger<\/span> has been adopted and approved as required by this Act, articles of merger<\/span> shall be executed on behalf of each party<\/span> to the merger<\/span>. The articles shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The plan of merger<\/span>, the names of the parties to the merger<\/span>, and, for each party<\/span> that is a foreign corporation<\/span> or eligible entity<\/span>, the name of the state<\/span> or country under whose law<\/span> it is incorporated or formed; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the articles of incorporation<\/span> of a domestic corporation<\/span> that is the survivor<\/span> of a merger<\/span> are amended, or if a new domestic corporation<\/span> is created as a result of a merger<\/span>, as an attachment<\/span> to the articles of merger<\/span>, the amendments to the survivor<\/span>’s articles of incorporation<\/span> or the articles of incorporation<\/span> of the new corporation; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

4.<\/span> If the plan of merger<\/span> required approval by the members<\/span> of a domestic corporation<\/span> that was a party<\/span> to the merger<\/span>, either:\n\t\t\t\ta. A statement that the plan was approved by the unanimous consent of the members<\/span>; or\n\t\t\t\tb. A statement that the plan was submitted to the members<\/span> by the board of directors<\/span> in accordance with this Act, and a statement of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The designation of and number of votes entitled to be cast by each voting group<\/span> entitled to vote separately on the plan; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Either the total number of votes cast for and against the plan by each voting group<\/span> entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group<\/span> and a statement that the number cast for the plan by each voting group<\/span> was sufficient for approval by that voting group<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the plan of merger<\/span> was adopted by the directors without approval by the members<\/span> of a domestic corporation<\/span> that was a party<\/span> to the merger<\/span>, a statement that the plan of merger<\/span> was duly approved by the vote of a majority of the directors in office, including the reason member<\/span> approval was not required; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

B.<\/span> Articles of merger<\/span> shall be filed with the Commission<\/span> by the survivor<\/span> of the merger<\/span>. If the Commission<\/span> finds that the articles of merger<\/span> comply with the requirements of law and that all required fees have been paid, it shall issue<\/span> a certificate of merger<\/span>. Articles of merger<\/span> filed under this section may be combined with any filing required under the organic law<\/span> of any domestic eligible entity<\/span> involved in the transaction if the combined filing satisfies the requirements of both this section and the other organic law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF MERGER (\u00a7 13.1-896)\n\nA. After a plan of merger has been adopted and approved as required by this Act,\narticles of merger shall be executed on behalf of each party to the merger. The\narticles shall set forth:\n\n 1. The plan of merger, the names of the parties to the merger, and, for each\n party that is a foreign corporation or eligible entity, the name of the state\n or country under whose law it is incorporated or formed;\n\n 2. If the articles of incorporation of a domestic corporation that is the\n survivor of a merger are amended, or if a new domestic corporation is created\n as a result of a merger, as an attachment to the articles of merger, the\n amendments to the survivor’s articles of incorporation or the articles\n of incorporation of the new corporation;\n\n 3. The date the plan of merger was adopted by each domestic corporation that\n was a party to the merger;\n\n 4. If the plan of merger required approval by the members of a domestic\n corporation that was a party to the merger, either:\n \t\t\t\ta. A statement that the plan was approved by the unanimous consent of the\n members; or\n \t\t\t\tb. A statement that the plan was submitted to the members by the board of\n directors in accordance with this Act, and a statement of:\n\n 1. The designation of and number of votes entitled to be cast by each voting\n group entitled to vote separately on the plan; and\n\n 2. Either the total number of votes cast for and against the plan by each\n voting group entitled to vote separately on the plan or the total number of\n undisputed votes cast for the plan separately by each voting group and a\n statement that the number cast for the plan by each voting group was\n sufficient for approval by that voting group.\n\n 5. If the plan of merger was adopted by the directors without approval by the\n members of a domestic corporation that was a party to the merger, a statement\n that the plan of merger was duly approved by the vote of a majority of the\n directors in office, including the reason member approval was not required;\n and\n\n 6. As to each foreign corporation or eligible entity that was a party to the\n merger, a statement that the participation of the foreign corporation or\n eligible entity was duly authorized as required by the organic law of the\n corporation or eligible entity.\n\nB. Articles of merger shall be filed with the Commission by the survivor of the\nmerger. If the Commission finds that the articles of merger comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of merger. Articles of merger filed under this section may be\ncombined with any filing required under the organic law of any domestic eligible\nentity involved in the transaction if the combined filing satisfies the\nrequirements of both this section and the other organic law.\n\nHISTORY: Code 1950, \u00a7\u00a7 13.1-243, 13.1-244; 1956, c. 428; 1975, c. 500; 1985,\nc. 522; 2000, c. 53; 2003, c. 597; 2007, c. 925; 2009, c. 216.","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}}