{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-928.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-928.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-928.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-928.1.html"}],"law_id":65982,"edition_id":1,"section_id":65982,"structure_id":13538,"section_number":"13.1-928.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","history":"1986, c. 571; 1990, c. 283; 2006, c. 663; 2007, c. 925; 2015, c. 623.","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 the state or other jurisdiction under whose laws it is incorporated, and such 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 the state or other jurisdiction under whose law it is incorporated; however, the filing shall not be required when a foreign corporation merges with a domestic corporation, the foreign corporation’s articles of incorporation are not amended by said merger, and the articles of merger filed on behalf of the domestic corporation pursuant to § 13.1-896 contain a statement that the merger is permitted under the laws of the state or other jurisdiction in which the foreign corporation is incorporated and that the foreign corporation has complied with that law in effecting the merger.B\n\nWhenever a foreign corporation authorized to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under the laws of which it is incorporated, 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 domestic or foreign corporation, limited liability company, business trust, partnership, or limited partnership 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 state or other jurisdiction under whose law it was incorporated and comply in behalf of the predecessor corporation with the provisions of § 13.1-929. If a surviving or resulting corporation or limited liability company, business trust, partnership, or limited partnership is to continue to transact business in the Commonwealth and has not received a certificate of authority to transact business in the Commonwealth, within such 30 days, deliver to the Commission an application for a certificate of authority to transact business in the Commonwealth, together with a duly authenticated copy of the instrument of merger or consolidation and also, in case of a merger, a copy of its articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose laws it is incorporated.C\n\nUpon the merger or consolidation of two or more foreign corporations any one of which owns property in the Commonwealth, all such property shall pass to the surviving or resulting corporation except as otherwise provided by the laws of the state by which it is governed, but only from 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":239733,"text":"Whenever a foreign corporation authorized to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it is incorporated, and such 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 the state or other jurisdiction under whose law it is incorporated; however, the filing shall not be required when a foreign corporation merges with a domestic corporation, the foreign corporation’s articles of incorporation are not amended by said merger, and the articles of merger filed on behalf of the domestic corporation pursuant to § 13.1-896 contain a statement that the merger is permitted under the laws of the state or other jurisdiction in which the foreign corporation is incorporated and that the foreign corporation has complied with that law in effecting the merger.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":239734,"text":"Whenever a foreign corporation authorized to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under the laws of which it is incorporated, 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 domestic or foreign corporation, limited liability company, business trust, partnership, or limited partnership 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 state or other jurisdiction under whose law it was incorporated and comply in behalf of the predecessor corporation with the provisions of § 13.1-929. If a surviving or resulting corporation or limited liability company, business trust, partnership, or limited partnership is to continue to transact business in the Commonwealth and has not received a certificate of authority to transact business in the Commonwealth, within such 30 days, deliver to the Commission an application for a certificate of authority to transact business in the Commonwealth, together with a duly authenticated copy of the instrument of merger or consolidation and also, in case of a merger, a copy of its articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of corporate records in the state or country under whose laws it is incorporated.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":239735,"text":"Upon the merger or consolidation of two or more foreign corporations any one of which owns property in the Commonwealth, all such property shall pass to the surviving or resulting corporation except as otherwise provided by the laws of the state by which it is governed, but only from 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":13538,"edition_id":1,"name":"Foreign Corporations","identifier":"14","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:45:09","date_modified":"2026-06-26 03:45:09","permalink":{"id":147775,"object_type":"structure","relational_id":13538,"identifier":"14","token":"13.1\/10\/14","url":"\/13.1\/10\/14\/","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":54666,"structure_id":13538,"section_number":"13.1-919","catch_line":"Authority to transact business required","url":"\/13.1-919\/","token":"13.1\/10\/14\/13.1-919","metadata":false},{"id":72522,"structure_id":13538,"section_number":"13.1-920","catch_line":"Consequences of transacting business without authority","url":"\/13.1-920\/","token":"13.1\/10\/14\/13.1-920","metadata":false},{"id":54503,"structure_id":13538,"section_number":"13.1-921","catch_line":"Application for certificate of authority","url":"\/13.1-921\/","token":"13.1\/10\/14\/13.1-921","metadata":false},{"id":63821,"structure_id":13538,"section_number":"13.1-922","catch_line":"Amended certificate of authority","url":"\/13.1-922\/","token":"13.1\/10\/14\/13.1-922","metadata":false},{"id":61375,"structure_id":13538,"section_number":"13.1-923","catch_line":"Effect of certificate of authority","url":"\/13.1-923\/","token":"13.1\/10\/14\/13.1-923","metadata":false},{"id":82842,"structure_id":13538,"section_number":"13.1-924","catch_line":"Corporate name of foreign corporation","url":"\/13.1-924\/","token":"13.1\/10\/14\/13.1-924","metadata":false},{"id":69490,"structure_id":13538,"section_number":"13.1-925","catch_line":"Registered office and registered agent of foreign corporation","url":"\/13.1-925\/","token":"13.1\/10\/14\/13.1-925","metadata":false},{"id":75911,"structure_id":13538,"section_number":"13.1-926","catch_line":"Change of registered office or registered agent of a foreign corporation","url":"\/13.1-926\/","token":"13.1\/10\/14\/13.1-926","metadata":false},{"id":61343,"structure_id":13538,"section_number":"13.1-927","catch_line":"Resignation of registered agent of foreign corporation","url":"\/13.1-927\/","token":"13.1\/10\/14\/13.1-927","metadata":false},{"id":84182,"structure_id":13538,"section_number":"13.1-928","catch_line":"Service of process on foreign corporation","url":"\/13.1-928\/","token":"13.1\/10\/14\/13.1-928","metadata":false},{"id":65982,"structure_id":13538,"section_number":"13.1-928.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-928.1\/","token":"13.1\/10\/14\/13.1-928.1","metadata":false},{"id":69949,"structure_id":13538,"section_number":"13.1-928.2","catch_line":"Entity conversion of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-928.2\/","token":"13.1\/10\/14\/13.1-928.2","metadata":false},{"id":66931,"structure_id":13538,"section_number":"13.1-929","catch_line":"Withdrawal of foreign corporation","url":"\/13.1-929\/","token":"13.1\/10\/14\/13.1-929","metadata":false},{"id":68819,"structure_id":13538,"section_number":"13.1-930","catch_line":"Automatic revocation of certificate of authority","url":"\/13.1-930\/","token":"13.1\/10\/14\/13.1-930","metadata":false},{"id":81299,"structure_id":13538,"section_number":"13.1-931","catch_line":"Involuntary revocation of certificate of authority","url":"\/13.1-931\/","token":"13.1\/10\/14\/13.1-931","metadata":false},{"id":74850,"structure_id":13538,"section_number":"13.1-931.1","catch_line":"Reinstatement of foreign corporation whose certificate of authority has been withdrawn or revoked","url":"\/13.1-931.1\/","token":"13.1\/10\/14\/13.1-931.1","metadata":false}],"previous_section":{"id":84182,"structure_id":13538,"section_number":"13.1-928","catch_line":"Service of process on foreign corporation","url":"\/13.1-928\/","token":"13.1\/10\/14\/13.1-928","metadata":false},"next_section":{"id":69949,"structure_id":13538,"section_number":"13.1-928.2","catch_line":"Entity conversion of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-928.2\/","token":"13.1\/10\/14\/13.1-928.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-928.1\/","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 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 1990, chapter 283; in 2006, chapter 663<\/a>; in 2007, chapter 925<\/a>; in 2015, chapter 623<\/a>.<\/p>","references":false,"refers_to":[{"id":64509,"section_number":"13.1-896","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-896\/"},{"id":66931,"section_number":"13.1-929","catch_line":"Withdrawal of foreign corporation","order_by":null,"url":"\/13.1-929\/"}],"permalink":{"id":147817,"object_type":"law","relational_id":65982,"identifier":"13.1-928.1","token":"13.1\/10\/14\/13.1-928.1","url":"\/13.1-928.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-928.1\/","token":"13.1\/10\/14\/13.1-928.1","dublin_core":{"Title":"Merger of foreign corporation authorized to transact business in Commonwealth","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-928.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever a foreign corporation<\/span> authorized to transact business<\/span> in the Commonwealth is a party<\/span> to a merger permitted by the laws<\/span> of the state<\/span> or other jurisdiction<\/span> under whose laws<\/span> it is incorporated, and such corporation is the surviving entity<\/span> of the merger, it shall, within 30 days after such merger becomes effective, file with the Commission<\/span> a copy of the instrument of merger duly authenticated by the Secretary of State<\/span> or other official having custody<\/span> of corporate records in the state<\/span> or other jurisdiction<\/span> under whose law<\/span> it is incorporated; however, the filing shall not be required when a foreign corporation<\/span> merges with a domestic corporation<\/span>, the foreign corporation<\/span>’s articles of incorporation<\/span> are not amended by said merger, and the articles of merger filed on behalf of the domestic corporation<\/span> pursuant to § 13.1-896<\/a> contain a statement that the merger is permitted under the laws<\/span> of the state<\/span> or other jurisdiction<\/span> in which the foreign corporation<\/span> is incorporated and that the foreign corporation<\/span> has complied with that law<\/span> in effecting the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Whenever a foreign corporation<\/span> authorized to transact business<\/span> in the Commonwealth is a party<\/span> to a merger permitted by the laws<\/span> of the state<\/span> or other jurisdiction<\/span> under the laws<\/span> of which it is incorporated, and such corporation is not the surviving entity<\/span> of the merger or, whenever such a foreign corporation<\/span> is a party<\/span> to a consolidation<\/span> so permitted, the surviving or resulting domestic or foreign corporation<\/span>, limited liability company, business trust, partnership, or limited partnership shall, if not continuing to transact business<\/span> in the Commonwealth, within 30 days after such merger or consolidation<\/span> becomes effective, deliver<\/span> to the Commission<\/span> a copy of the instrument of merger or consolidation<\/span> duly authenticated by the Secretary of State<\/span> or other official having custody<\/span> of corporate records in the state<\/span> or other jurisdiction<\/span> under whose law<\/span> it was incorporated and comply in behalf of the predecessor corporation with the provisions of § 13.1-929<\/a>. If a surviving or resulting corporation or limited liability company, business trust, partnership, or limited partnership is to continue to transact business<\/span> in the Commonwealth and has not received a certificate of authority to transact business<\/span> in the Commonwealth, within such 30 days, deliver<\/span> to the Commission<\/span> an application for a certificate of authority to transact business<\/span> in the Commonwealth, together with a duly authenticated copy of the instrument of merger or consolidation<\/span> and also, in case of a merger, a copy of its articles of incorporation<\/span> and all amendments thereto, duly authenticated by the Secretary of State<\/span> or other official having custody<\/span> of corporate records in the state<\/span> or country under whose laws<\/span> it is incorporated. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Upon the merger or consolidation<\/span> of two or more foreign corporations<\/span> any one of which owns property in the Commonwealth, all such property shall pass to the surviving or resulting corporation except as otherwise provided by the laws<\/span> of the state<\/span> by which it is governed, but only from the time when a duly authenticated copy of the instrument of merger 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 13.1-928.1)\n\nA. Whenever a foreign corporation authorized to transact business in the\nCommonwealth is a party to a merger permitted by the laws of the state or other\njurisdiction under whose laws it is incorporated, and such corporation is the\nsurviving entity of the merger, it shall, within 30 days after such merger\nbecomes effective, file with the Commission a copy of the instrument of merger\nduly authenticated by the Secretary of State or other official having custody of\ncorporate records in the state or other jurisdiction under whose law it is\nincorporated; however, the filing shall not be required when a foreign\ncorporation merges with a domestic corporation, the foreign corporation’s\narticles of incorporation are not amended by said merger, and the articles of\nmerger filed on behalf of the domestic corporation pursuant to § 13.1-896\ncontain a statement that the merger is permitted under the laws of the state or\nother jurisdiction in which the foreign corporation is incorporated and that the\nforeign corporation has complied with that law in effecting the merger.\n\nB. Whenever a foreign corporation authorized to transact business in the\nCommonwealth is a party to a merger permitted by the laws of the state or other\njurisdiction under the laws of which it is incorporated, and such corporation is\nnot the surviving entity of the merger or, whenever such a foreign corporation\nis a party to a consolidation so permitted, the surviving or resulting domestic\nor foreign corporation, limited liability company, business trust, partnership,\nor limited partnership shall, if not continuing to transact business in the\nCommonwealth, within 30 days after such merger or consolidation becomes\neffective, deliver to the Commission a copy of the instrument of merger or\nconsolidation duly authenticated by the Secretary of State or other official\nhaving custody of corporate records in the state or other jurisdiction under\nwhose law it was incorporated and comply in behalf of the predecessor\ncorporation with the provisions of § 13.1-929. If a surviving or resulting\ncorporation or limited liability company, business trust, partnership, or\nlimited partnership is to continue to transact business in the Commonwealth and\nhas not received a certificate of authority to transact business in the\nCommonwealth, within such 30 days, deliver to the Commission an application for\na certificate of authority to transact business in the Commonwealth, together\nwith a duly authenticated copy of the instrument of merger or consolidation and\nalso, in case of a merger, a copy of its articles of incorporation and all\namendments thereto, duly authenticated by the Secretary of State or other\nofficial having custody of corporate records in the state or country under whose\nlaws it is incorporated.\n\nC. Upon the merger or consolidation of two or more foreign corporations any one\nof which owns property in the Commonwealth, all such property shall pass to the\nsurviving or resulting corporation except as otherwise provided by the laws of\nthe state by which it is governed, but only from the time when a duly\nauthenticated copy of the instrument of merger or consolidation is filed with\nthe Commission.\n\nHISTORY: 1986, c. 571; 1990, c. 283; 2006, c. 663; 2007, c. 925; 2015, c. 623.","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}}