                                 CODE OF VIRGINIA

EFFECT OF MERGER (§ 13.1-897)

A. When a merger becomes effective:

   1. The domestic or foreign corporation or eligible entity that is designated
   in the plan of merger as the survivor continues or comes into existence as the
   case may be;

   2. The separate existence of every domestic or foreign corporation or eligible
   entity that is merged into the survivor ceases;

   3. Property owned by and, except to the extent that assignment would violate a
   contractual prohibition on assignment by operation of law, every contract
   right possessed by each domestic or foreign corporation or eligible entity
   that merges into the survivor is vested in the survivor without reversion or
   impairment;

   4. All liabilities of each domestic or foreign corporation or eligible entity
   that is merged into the survivor are vested in the survivor;

   5. The name of the survivor may, but need not be, substituted in any pending
   proceeding for the name of any party to the merger whose separate existence
   ceased in the merger;

   6. The articles of incorporation or organic document of the survivor is
   amended to the extent provided in the plan of merger;

   7. The articles of incorporation or organic document of a survivor that is
   created by the merger becomes effective; and

   8. The membership interests of each domestic or foreign corporation that is a
   party to the merger and the eligible interests in an eligible entity that is a
   party to the merger that are to be converted under the plan of merger into
   membership interests, eligible interests or other securities, obligations,
   rights to acquire membership interests, eligible interests or other
   securities, cash, other property, or any combination of the foregoing, are
   converted, and the former holders of such membership interests or eligible
   interests are entitled only to the rights provided to them in the plan of
   merger or to any rights they may have under the organic law of the eligible
   entity.

B. Upon a merger&#8217;s becoming effective, a foreign corporation or a foreign
eligible entity that is the survivor of the merger is deemed to appoint the
clerk of the Commission as its agent for service of process in a proceeding to
enforce the rights of members of each domestic corporation that is a party to
the merger.

C. No corporation that is required by law to be a domestic corporation may, by
merger, cease to be a domestic corporation, but every such corporation, even
though a corporation of some other state, the United States, or another country,
shall also be a domestic corporation of the Commonwealth.

HISTORY: Code 1950, § 13.1-245; 1956, c. 428; 1975, c. 500; 1985, c. 522; 2007,
c. 925.