{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-897.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-897.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-897.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-897.html"}],"law_id":71876,"edition_id":1,"section_id":71876,"structure_id":16181,"section_number":"13.1-897","catch_line":"Effect of merger","history":"Code 1950, \u00a7 13.1-245; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007, c. 925.","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\nProperty owned by and, except to the extent that assignment would violate a contractual prohibition on assignment by operation of law, every contract right possessed by each domestic or foreign corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;4\n\nAll liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are vested in 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\nThe articles of incorporation or organic document of the survivor is amended to the extent provided in the plan of merger;7\n\nThe articles of incorporation or organic document of a survivor that is created by the merger becomes effective; and8\n\nThe membership interests of each domestic or foreign corporation that is a party to the merger and the eligible interests in an eligible entity that is a party to the merger that are to be converted under the plan of merger into membership interests, 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, are converted, and the former holders of such membership interests 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 the organic law of the eligible entity.B\n\nUpon a merger’s becoming effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is deemed to appoint the clerk of the Commission as its agent for service of process in a proceeding to enforce the rights of members of each domestic corporation that is a party to the merger.C\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.","order_by":null,"text":{"0":{"id":258963,"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":258964,"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":258965,"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":258966,"text":"Property owned by and, except to the extent that assignment would violate a contractual prohibition on assignment by operation of law, every contract right possessed by each domestic or foreign corporation or eligible entity that merges into the survivor is vested in the survivor without 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":258967,"text":"All liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are vested in 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":258968,"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":258969,"text":"The articles of incorporation or organic document of the survivor is 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":258970,"text":"The articles of incorporation or organic document of a survivor that is created by the merger becomes effective; and","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":258971,"text":"The membership interests of each domestic or foreign corporation that is a party to the merger and the eligible interests in an eligible entity that is a party to the merger that are to be converted under the plan of merger into membership interests, 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, are converted, and the former holders of such membership interests 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 the organic law of the eligible entity.","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"B"},"9":{"id":258972,"text":"Upon a merger’s becoming effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is deemed to appoint the clerk of the Commission as its agent for service of process in a proceeding to enforce the rights of members of each domestic corporation that is a party to the merger.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A8","next_prefix":"C"},"10":{"id":258973,"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":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-897\/","history_text":"

The record of this law\u2019s original creation isn\u2019t available online. It has been modified 4 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 2007, chapter 925<\/a>.<\/p>","references":[{"id":68280,"section_number":"6.2-1344","catch_line":"Voluntary merger","order_by":null,"url":"\/6.2-1344\/"}],"refers_to":false,"permalink":{"id":147637,"object_type":"law","relational_id":71876,"identifier":"13.1-897","token":"13.1\/10\/11\/13.1-897","url":"\/13.1-897\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-897\/","token":"13.1\/10\/11\/13.1-897","dublin_core":{"Title":"Effect of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-897","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 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 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> Property owned by and, except to the extent that assignment would violate a contractual prohibition on assignment by operation of law<\/span>, every contract<\/span> right possessed by each domestic or foreign corporation<\/span> or eligible entity<\/span> that merges into the survivor<\/span> is vested in the survivor<\/span> without reversion or impairment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> All liabilities of each domestic or foreign corporation<\/span> or eligible entity<\/span> that is merged into the survivor<\/span> are vested in 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> The articles of incorporation<\/span> or organic document<\/span> of the survivor<\/span> is 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> or organic document<\/span> of a survivor<\/span> that is created by the merger<\/span> becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> The membership interests<\/span> of each domestic or foreign corporation<\/span> that is a party<\/span> to the merger<\/span> and the eligible interests<\/span> in an eligible entity<\/span> that is a party<\/span> to the merger<\/span> that are to be converted under the plan of merger<\/span> into membership interests<\/span>, eligible interests<\/span> or other securities, obligations, rights to acquire membership interests<\/span>, eligible interests<\/span> or other securities, cash, other property, or any combination of the foregoing, are converted, and the former holders of such membership interests<\/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 the organic law<\/span> of the eligible entity<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Upon a merger<\/span>’s becoming effective, a foreign corporation<\/span> or a foreign eligible entity<\/span> that is the survivor<\/span> of the merger<\/span> is deemed to appoint the clerk of the Commission<\/span> as its agent for service of process<\/span> in a proceeding<\/span> to enforce the rights of members<\/span> of each domestic corporation<\/span> that is a party<\/span> to the merger<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/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>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF MERGER (\u00a7 13.1-897)\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. Property owned by and, except to the extent that assignment would violate a\n contractual prohibition on assignment by operation of law, every contract\n right possessed by each domestic or foreign corporation or eligible entity\n that merges into the survivor is vested in the survivor without reversion or\n impairment;\n\n 4. All liabilities of each domestic or foreign corporation or eligible entity\n that is merged into the survivor are vested in 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. The articles of incorporation or organic document of the survivor is\n amended to the extent provided in the plan of merger;\n\n 7. The articles of incorporation or organic document of a survivor that is\n created by the merger becomes effective; and\n\n 8. The membership interests of each domestic or foreign corporation that is a\n party to the merger and the eligible interests in an eligible entity that is a\n party to the merger that are to be converted under the plan of merger into\n membership interests, eligible interests or other securities, obligations,\n rights to acquire membership interests, eligible interests or other\n securities, cash, other property, or any combination of the foregoing, are\n converted, and the former holders of such membership interests or eligible\n interests are entitled only to the rights provided to them in the plan of\n merger or to any rights they may have under the organic law of the eligible\n entity.\n\nB. Upon a merger’s becoming effective, a foreign corporation or a foreign\neligible entity that is the survivor of the merger is deemed to appoint the\nclerk of the Commission as its agent for service of process in a proceeding to\nenforce the rights of members of each domestic corporation that is a party to\nthe merger.\n\nC. 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\nHISTORY: Code 1950, \u00a7 13.1-245; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007,\nc. 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}}