                                 CODE OF VIRGINIA

MERGER BETWEEN PARENT AND SUBSIDIARY OR BETWEEN SUBSIDIARIES (§ 13.1-719)

A. As used in this section:
			&#8220;Parent entity&#8221; means a domestic or foreign corporation or
eligible entity that owns shares of a domestic corporation that possess at least
90 percent of the voting power of each class and series of the outstanding
shares of the domestic corporation that have voting power.
			&#8220;Subsidiary&#8221; means the domestic corporation whose outstanding
shares are owned by a parent entity.

B. A parent entity may merge (i) a subsidiary into itself or another subsidiary
or (ii) itself into a subsidiary without the approval of the board of directors
or the shareholders of any subsidiary and, if the parent entity is a domestic
corporation, without the approval of the shareholders of the parent entity,
unless the articles of incorporation of any subsidiary or the articles of
incorporation or the organic rules of the parent entity otherwise provide.

C. A parent entity may be a foreign corporation or eligible entity only if the
merger is permitted under the laws by which the foreign corporation or eligible
entity is organized.

D. The parent entity shall, within 10 days after the effective date of the
merger, notify each of the subsidiary&#8217;s shareholders that the merger has
become effective.

E. Except as provided in subsections B and C, a merger under this section shall
be governed by the provisions of this article applicable to mergers generally,
including subsection J of &#xA7; 13.1-718.

F. The articles of incorporation of the survivor shall not be altered or amended
by a merger pursuant to this section, except for amendments permitted by &#xA7;
13.1-706.

G. Two or more domestic corporations may be merged into a parent entity pursuant
to this section.

HISTORY: Code 1950, § 13.1-76; 1956, c. 428; 1964, c. 417; 1968, c. 115; 1975,
c. 500; 1985, c. 522; 1990, c. 230; 2005, c. 765; 2015, c. 611; 2019, c. 734;
2020, c. 1226.