                                 CODE OF VIRGINIA

ARTICLES OF MERGER OR SHARE EXCHANGE (§ 13.1-720)

A. After a plan of merger or share exchange has been adopted and approved as
required by this chapter, the corporation shall deliver to the Commission for
filing articles of merger or share exchange signed on behalf of each party to
the merger or share exchange, that shall set forth:

   1. The plan of merger or share exchange;

   2. The date the plan of merger or share exchange was adopted or approved by
   each domestic corporation that was a party to the merger or share exchange;

   3. If the plan of merger or share exchange required approval by the
   shareholders of a domestic corporation that was a party to the merger or share
   exchange, either:
   				a. A statement that the plan was approved by the unanimous consent of the
   shareholders; or
   				b. A statement that the plan was submitted to the shareholders by the
   board of directors in accordance with this chapter and was duly approved by
   the shareholders in the manner required by this chapter and by the articles of
   incorporation;

   4. If the plan of merger or share exchange was adopted by the board of
   directors without approval by the shareholders of a domestic corporation that
   was a party to the merger or share exchange, a statement that the plan of
   merger or share exchange was duly approved by the board of directors including
   the reason shareholder approval was not required and, in the case of a merger
   pursuant to &#xA7; 13.1-719.1, the additional statements required by
   subsection D of &#xA7; 13.1-719.1; and

   5. As to each foreign corporation or foreign eligible entity that was a party
   to the merger or share exchange, a statement that the participation of the
   foreign corporation or foreign eligible entity was duly authorized as required
   by its organic law.

B. Articles of merger or share exchange shall be delivered to the Commission for
filing by the survivor of the merger or the acquiring corporation in a share
exchange. If the Commission finds that the articles of merger or share exchange
comply with the requirements of law and that all required fees have been paid,
it shall issue a certificate of merger or share exchange. Articles of merger or
share exchange 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.

C. In the case of a merger pursuant to § 13.1-719 or 13.1-719.1:

   1. The articles shall recite that the merger is being effected pursuant to
   &#xA7; 13.1-719 or 13.1-719.1, as the case may be; and

   2. The articles need only be signed on behalf of the parent corporation or the
   constituent corporation, as the case may be.

HISTORY: Code 1950, §§ 13.1-72, 13.1-73; 1956, c. 428; 1968, c. 114; 1975, c.
500; 1985, c. 522; 1992, c. 575; 2000, c. 53; 2003, c. 597; 2005, c. 765; 2006,
c. 363; 2009, c. 216; 2010, c. 782; 2015, c. 611; 2019, c. 734.