                                 CODE OF VIRGINIA

MERGER OF FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN COMMONWEALTH
(§ 13.1-766.1)

A. Whenever a foreign corporation authorized to transact business in the
Commonwealth is a party to a merger permitted by the laws of its jurisdiction of
formation, and such foreign 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 its
jurisdiction of formation; however, the filing shall not be required when a
foreign corporation merges with a domestic corporation or eligible entity, the
foreign corporation&#8217;s articles of incorporation are not amended by said
merger, and the articles or statement of merger filed on behalf of the domestic
corporation or eligible entity pursuant to &#xA7; 13.1-720, 13.1-1072,
13.1-1261, 50-73.48:3, or 50-73.131 contains a statement that the participation
of the foreign corporation was duly authorized as required by its organic law.

B. Whenever a foreign corporation authorized to transact business in the
Commonwealth is a party to a merger permitted by the laws of its jurisdiction of
formation, 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 foreign corporation or eligible entity, if there is
one, 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 foreign corporation&#8217;s jurisdiction of formation,
and comply in behalf of the predecessor corporation with the provisions of
&#xA7; 13.1-767. However, if the surviving or resulting foreign corporation or
eligible entity is to continue to transact business in the Commonwealth and has
not obtained a certificate of authority or a certificate of registration to
transact business in the Commonwealth then, within such 30 days, it shall
deliver to the Commission an application for a certificate of authority or a
certificate of registration to transact business in the Commonwealth, pursuant
to and in compliance with &#xA7; 13.1-759, 13.1-921, 13.1-1052, 13.1-1242,
50-73.54, or 50-73.138, as applicable.

C. Upon the merger or consolidation of a foreign corporation with one or more
foreign corporations or eligible entities, all property in the Commonwealth
owned by any of the foreign corporations or eligible entities shall pass to the
surviving or resulting foreign corporation or eligible entity except as
otherwise provided by the laws of its jurisdiction of formation, but only from
and after the time when a duly authenticated copy of the instrument of merger or
consolidation is filed with the Commission.

HISTORY: 1986, c. 571; 1990, c. 283; 1992, c. 575; 1997, c. 190; 2004, c. 274;
2006, c. 663; 2015, c. 623; 2019, c. 734; 2020, c. 1226.