                                 CODE OF VIRGINIA

ARTICLES OF MERGER (§ 13.1-896)

A. After a plan of merger has been adopted and approved as required by this Act,
articles of merger shall be executed on behalf of each party to the merger. The
articles shall set forth:

   1. The plan of merger, the names of the parties to the merger, and, for each
   party that is a foreign corporation or eligible entity, the name of the state
   or country under whose law it is incorporated or formed;

   2. If the articles of incorporation of a domestic corporation that is the
   survivor of a merger are amended, or if a new domestic corporation is created
   as a result of a merger, as an attachment to the articles of merger, the
   amendments to the survivor&#8217;s articles of incorporation or the articles
   of incorporation of the new corporation;

   3. The date the plan of merger was adopted by each domestic corporation that
   was a party to the merger;

   4. If the plan of merger required approval by the members of a domestic
   corporation that was a party to the merger, either:
   				a. A statement that the plan was approved by the unanimous consent of the
   members; or
   				b. A statement that the plan was submitted to the members by the board of
   directors in accordance with this Act, and a statement of:

      1. The designation of and number of votes entitled to be cast by each voting
      group entitled to vote separately on the plan; and

      2. Either the total number of votes cast for and against the plan by each
      voting group entitled to vote separately on the plan or the total number of
      undisputed votes cast for the plan separately by each voting group and a
      statement that the number cast for the plan by each voting group was
      sufficient for approval by that voting group.

   5. If the plan of merger was adopted by the directors without approval by the
   members of a domestic corporation that was a party to the merger, a statement
   that the plan of merger was duly approved by the vote of a majority of the
   directors in office, including the reason member approval was not required;
   and

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

B. Articles of merger shall be filed with the Commission by the survivor of the
merger. If the Commission finds that the articles of merger comply with the
requirements of law and that all required fees have been paid, it shall issue a
certificate of merger. Articles of merger 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.

HISTORY: Code 1950, §§ 13.1-243, 13.1-244; 1956, c. 428; 1975, c. 500; 1985,
c. 522; 2000, c. 53; 2003, c. 597; 2007, c. 925; 2009, c. 216.