13.1-894 - Merger.
§ 13.1-894. Merger.
A. One or more domestic corporations may merge with one or more domestic orforeign corporations or eligible entities pursuant to a plan of merger, ortwo or more foreign corporations or domestic or foreign eligible entities maymerge into a new domestic corporation to be created in the merger in themanner provided in this Act. When a domestic corporation is the survivor of amerger with a domestic stock corporation, it may become, pursuant tosubdivision C 5, a domestic stock corporation, provided that the only partiesto the merger are domestic corporations and domestic stock corporations.
B. A foreign corporation or a foreign eligible entity may be a party to amerger with a domestic corporation or may be created pursuant to the terms ofthe plan of merger only if the merger is permitted by the laws under whichthe foreign corporation or eligible entity is organized or by which it isgoverned.
C. The plan of merger shall include:
1. The name of each domestic or foreign corporation or eligible entity thatwill merge and the name of the domestic or foreign corporation or eligibleentity that will be the survivor of the merger;
2. The terms and conditions of the merger;
3. The manner and basis of converting the membership interests of eachmerging domestic or foreign corporation and eligible interests of eachdomestic or foreign eligible entity into membership interests, eligibleinterests or other securities, obligations, rights to acquire membershipinterests, eligible interests or other securities, cash or other property, orany combination of the foregoing;
4. The manner and basis of converting any rights to acquire the membershipinterests of each merging domestic or foreign corporation and eligibleinterests of each merging domestic or foreign eligible entity into membershipinterests, eligible interests or other securities, obligations, rights toacquire membership interests, eligible interests or other securities, cash orother property, or any combination of the foregoing;
5. The articles of incorporation of any domestic or foreign corporation orstock corporation or the organic document of any domestic or foreignunincorporated entity to be created by the merger or, if a new domestic orforeign corporation or stock corporation or unincorporated entity is not tobe created by the merger, any amendments to the survivor's articles ofincorporation or organic document; and
6. Any other provisions required by the laws under which any party to themerger is organized or by which it is governed or required by the articles ofincorporation or organic document of any such party.
D. Terms of a plan of merger may be made dependent on facts objectivelyascertainable outside the plan in accordance with subsection L of § 13.1-804.
E. The plan of merger may also include a provision that the plan may beamended prior to the effective date of the certificate of merger, but if themembers of a domestic corporation that is a party to the merger are requiredor permitted to vote on the plan, the plan must provide that, subsequent toapproval of the plan by such members, the plan may not be amended to change:
1. The amount or kind of membership interests, eligible interests or othersecurities, obligations, rights to acquire membership interests, eligibleinterests or other securities, cash, or other property to be received underthe plan by the members of or owners of eligible interests in any party tothe merger;
2. The articles of incorporation of any domestic or foreign corporation orstock corporation or the organic document of any unincorporated entity thatwill survive or be created as a result of the merger, except for changespermitted by subsection B of § 13.1-885; or
3. Any of the other terms or conditions of the plan if the change wouldadversely affect such members in any material respect.
(Code 1950, § 13.1-240; 1956, c. 428; 1985, c. 522; 2007, c. 925; 2008, c.509.)