                                 CODE OF VIRGINIA

FILINGS WITH THE COMMISSION PURSUANT TO REORGANIZATION (§ 13.1-604.1)

A. Notwithstanding anything to the contrary contained in &#xA7; 13.1-604,
13.1-619, 13.1-707, 13.1-718, 13.1-722.4, 13.1-722.11, or 13.1-742, whenever,
pursuant to any applicable statute of the United States relating to
reorganizations of corporations, a plan of reorganization of a corporation has
been confirmed by the decree or order of a court of competent jurisdiction, the
corporation may put into effect and carry out the plan and decrees of the court
relative thereto, (i) through one or more amendments to the corporation&#8217;s
articles of incorporation containing terms and conditions permitted by this
chapter; (ii) through a plan of merger, share exchange, domestication, or
conversion; or (iii) through dissolution or termination, without action by the
board of directors or shareholders to carry out the plan of reorganization
ordered or decreed by such court of competent jurisdiction under federal
statute.

B. The individual or individuals designated by the court shall file with the
Commission articles of amendment, merger, share exchange, domestication,
conversion, dissolution, or termination, which, in addition to the matters
otherwise required or permitted by law to be set forth therein, shall set forth:

   1. The name of the corporation;

   2. Any provision relating to the amendment or amendments; plan of merger,
   share exchange, domestication, or conversion; or dissolution or termination
   approved by the court;

   3. The name of the court and the date of the court&#8217;s order or decree
   approving the amendment, plan of merger, share exchange, domestication,
   conversion, dissolution, or termination;

   4. The title and case number, if any, of the reorganization proceeding in
   which the order or decree was entered; and

   5. A statement that the court had jurisdiction of the proceeding under federal
   statute.

C. If the Commission finds that the articles of amendment, merger, share
exchange, domestication, conversion, dissolution, or termination comply with the
requirements of law and that all required fees have been paid, it shall issue a
certificate of amendment, merger, share exchange, domestication, conversion,
dissolution, or termination.

D. This section does not apply after entry of a final decree in the
reorganization proceeding even though the court retains jurisdiction of the
proceeding for limited purposes unrelated to consummation of the reorganization
plan.

HISTORY: 1988, c. 194; 2005, c. 765; 2012, c. 130; 2019, c. 734.