A. In the case of a domestic corporation that is a party to a merger, wherethe members of any merging corporation have voting rights the plan of mergershall be adopted by the board of directors. Except as provided in subsectionF, after adopting a plan of merger, the board of directors shall submit theplan to the members for their approval.
The board of directors shall also transmit to the members a recommendationthat the members approve the plan, unless the board of directors makes adetermination that because of conflicts of interest or other specialcircumstances it should not make such a recommendation, in which case theboard of directors shall transmit to the members the basis for thatdetermination.
B. The board of directors may condition its submission of the plan of mergerto the members on any basis.
C. If the plan of merger is required to be approved by the members, and ifthe approval is to be given at a meeting, the corporation shall notify eachmember, whether or not entitled to vote, of the meeting of members at whichthe plan is to be submitted for approval. The notice shall state that thepurpose, or one of the purposes, of the meeting is to consider the plan andcontain or be accompanied by a copy or summary of the plan. If thecorporation is to be merged into an existing domestic or foreign corporationor eligible entity and its members are to receive membership or otherinterests in the surviving corporation or eligible entity, the notice shallalso include or be accompanied by a copy or summary of the articles ofincorporation or organic document of that corporation or eligible entity. Ifthe corporation is to be merged into a domestic or foreign corporation oreligible entity that is to be created pursuant to the merger and its membersare to receive membership or other interests in the surviving corporation oreligible entity, the notice shall include or be accompanied by a copy or asummary of the articles of incorporation or organic document of the newdomestic or foreign corporation or eligible entity.
D. Unless the articles of incorporation or the board of directors actingpursuant to subsection B, requires a greater vote, the plan of merger to beauthorized shall be approved by each voting group entitled to vote on theplan by more than two-thirds of all the votes cast by that voting group at ameeting at which a quorum of the voting group exists. The articles ofincorporation may provide for a greater or lesser vote than that provided forin this subsection or a vote by separate voting groups so long as the voteprovided for is not less than a majority of all the votes cast on the plan byeach voting group entitled to vote on the transaction at a meeting at which aquorum of the voting group exists.
E. Separate voting by voting groups is required:
1. On a plan of merger by each class of members:
a. Whose membership interests are to be converted under the plan of mergerinto membership interests in a different domestic or foreign corporation, oreligible interests or other securities, obligations, rights to acquiremembership interests, eligible interests or other securities, cash, otherproperty, or any combination of the foregoing; or
b. Who would be entitled to vote as a separate group on a provision in theplan that, if contained in a proposed amendment to the articles ofincorporation, would require action by separate voting groups under §13.1-887.
2. On a plan of merger, if the voting group is entitled under the articles ofincorporation to vote as a voting group to approve a plan of merger.
F. Unless the articles of incorporation otherwise provide, approval by thecorporation's members of a plan of merger is not required if:
1. The corporation will survive the merger;
2. Except for amendments permitted by subsection B of § 13.1-885, itsarticles of incorporation will not be changed; and
3. Each person who is a member of the corporation immediately before theeffective date of the merger will retain the same membership interest withidentical designation, preferences, limitations, and rights immediately afterthe effective date of the merger.
G. Where any merging corporation has no members, or no members having votingrights, a plan of merger shall be adopted at a meeting of the board ofdirectors of such corporation upon receiving the vote of a majority of thedirectors in office.
H. If as a result of a merger one or more members of a domestic corporationwould become subject to owner liability for the debts, obligations, orliabilities of any other person or entity, approval of the plan of mergershall require the execution by each member of a separate written consent tobecome subject to such owner liability.
(Code 1950, § 13.1-242; 1956, c. 428; 1985, c. 522; 2002, c. 607; 2007, c.925.)
A. In the case of a domestic corporation that is a party to a merger, wherethe members of any merging corporation have voting rights the plan of mergershall be adopted by the board of directors. Except as provided in subsectionF, after adopting a plan of merger, the board of directors shall submit theplan to the members for their approval.
The board of directors shall also transmit to the members a recommendationthat the members approve the plan, unless the board of directors makes adetermination that because of conflicts of interest or other specialcircumstances it should not make such a recommendation, in which case theboard of directors shall transmit to the members the basis for thatdetermination.
B. The board of directors may condition its submission of the plan of mergerto the members on any basis.
C. If the plan of merger is required to be approved by the members, and ifthe approval is to be given at a meeting, the corporation shall notify eachmember, whether or not entitled to vote, of the meeting of members at whichthe plan is to be submitted for approval. The notice shall state that thepurpose, or one of the purposes, of the meeting is to consider the plan andcontain or be accompanied by a copy or summary of the plan. If thecorporation is to be merged into an existing domestic or foreign corporationor eligible entity and its members are to receive membership or otherinterests in the surviving corporation or eligible entity, the notice shallalso include or be accompanied by a copy or summary of the articles ofincorporation or organic document of that corporation or eligible entity. Ifthe corporation is to be merged into a domestic or foreign corporation oreligible entity that is to be created pursuant to the merger and its membersare to receive membership or other interests in the surviving corporation oreligible entity, the notice shall include or be accompanied by a copy or asummary of the articles of incorporation or organic document of the newdomestic or foreign corporation or eligible entity.
D. Unless the articles of incorporation or the board of directors actingpursuant to subsection B, requires a greater vote, the plan of merger to beauthorized shall be approved by each voting group entitled to vote on theplan by more than two-thirds of all the votes cast by that voting group at ameeting at which a quorum of the voting group exists. The articles ofincorporation may provide for a greater or lesser vote than that provided forin this subsection or a vote by separate voting groups so long as the voteprovided for is not less than a majority of all the votes cast on the plan byeach voting group entitled to vote on the transaction at a meeting at which aquorum of the voting group exists.
E. Separate voting by voting groups is required:
1. On a plan of merger by each class of members:
a. Whose membership interests are to be converted under the plan of mergerinto membership interests in a different domestic or foreign corporation, oreligible interests or other securities, obligations, rights to acquiremembership interests, eligible interests or other securities, cash, otherproperty, or any combination of the foregoing; or
b. Who would be entitled to vote as a separate group on a provision in theplan that, if contained in a proposed amendment to the articles ofincorporation, would require action by separate voting groups under §13.1-887.
2. On a plan of merger, if the voting group is entitled under the articles ofincorporation to vote as a voting group to approve a plan of merger.
F. Unless the articles of incorporation otherwise provide, approval by thecorporation's members of a plan of merger is not required if:
1. The corporation will survive the merger;
2. Except for amendments permitted by subsection B of § 13.1-885, itsarticles of incorporation will not be changed; and
3. Each person who is a member of the corporation immediately before theeffective date of the merger will retain the same membership interest withidentical designation, preferences, limitations, and rights immediately afterthe effective date of the merger.
G. Where any merging corporation has no members, or no members having votingrights, a plan of merger shall be adopted at a meeting of the board ofdirectors of such corporation upon receiving the vote of a majority of thedirectors in office.
H. If as a result of a merger one or more members of a domestic corporationwould become subject to owner liability for the debts, obligations, orliabilities of any other person or entity, approval of the plan of mergershall require the execution by each member of a separate written consent tobecome subject to such owner liability.
(Code 1950, § 13.1-242; 1956, c. 428; 1985, c. 522; 2002, c. 607; 2007, c.925.)
A. In the case of a domestic corporation that is a party to a merger, wherethe members of any merging corporation have voting rights the plan of mergershall be adopted by the board of directors. Except as provided in subsectionF, after adopting a plan of merger, the board of directors shall submit theplan to the members for their approval.
The board of directors shall also transmit to the members a recommendationthat the members approve the plan, unless the board of directors makes adetermination that because of conflicts of interest or other specialcircumstances it should not make such a recommendation, in which case theboard of directors shall transmit to the members the basis for thatdetermination.
B. The board of directors may condition its submission of the plan of mergerto the members on any basis.
C. If the plan of merger is required to be approved by the members, and ifthe approval is to be given at a meeting, the corporation shall notify eachmember, whether or not entitled to vote, of the meeting of members at whichthe plan is to be submitted for approval. The notice shall state that thepurpose, or one of the purposes, of the meeting is to consider the plan andcontain or be accompanied by a copy or summary of the plan. If thecorporation is to be merged into an existing domestic or foreign corporationor eligible entity and its members are to receive membership or otherinterests in the surviving corporation or eligible entity, the notice shallalso include or be accompanied by a copy or summary of the articles ofincorporation or organic document of that corporation or eligible entity. Ifthe corporation is to be merged into a domestic or foreign corporation oreligible entity that is to be created pursuant to the merger and its membersare to receive membership or other interests in the surviving corporation oreligible entity, the notice shall include or be accompanied by a copy or asummary of the articles of incorporation or organic document of the newdomestic or foreign corporation or eligible entity.
D. Unless the articles of incorporation or the board of directors actingpursuant to subsection B, requires a greater vote, the plan of merger to beauthorized shall be approved by each voting group entitled to vote on theplan by more than two-thirds of all the votes cast by that voting group at ameeting at which a quorum of the voting group exists. The articles ofincorporation may provide for a greater or lesser vote than that provided forin this subsection or a vote by separate voting groups so long as the voteprovided for is not less than a majority of all the votes cast on the plan byeach voting group entitled to vote on the transaction at a meeting at which aquorum of the voting group exists.
E. Separate voting by voting groups is required:
1. On a plan of merger by each class of members:
a. Whose membership interests are to be converted under the plan of mergerinto membership interests in a different domestic or foreign corporation, oreligible interests or other securities, obligations, rights to acquiremembership interests, eligible interests or other securities, cash, otherproperty, or any combination of the foregoing; or
b. Who would be entitled to vote as a separate group on a provision in theplan that, if contained in a proposed amendment to the articles ofincorporation, would require action by separate voting groups under §13.1-887.
2. On a plan of merger, if the voting group is entitled under the articles ofincorporation to vote as a voting group to approve a plan of merger.
F. Unless the articles of incorporation otherwise provide, approval by thecorporation's members of a plan of merger is not required if:
1. The corporation will survive the merger;
2. Except for amendments permitted by subsection B of § 13.1-885, itsarticles of incorporation will not be changed; and
3. Each person who is a member of the corporation immediately before theeffective date of the merger will retain the same membership interest withidentical designation, preferences, limitations, and rights immediately afterthe effective date of the merger.
G. Where any merging corporation has no members, or no members having votingrights, a plan of merger shall be adopted at a meeting of the board ofdirectors of such corporation upon receiving the vote of a majority of thedirectors in office.
H. If as a result of a merger one or more members of a domestic corporationwould become subject to owner liability for the debts, obligations, orliabilities of any other person or entity, approval of the plan of mergershall require the execution by each member of a separate written consent tobecome subject to such owner liability.
(Code 1950, § 13.1-242; 1956, c. 428; 1985, c. 522; 2002, c. 607; 2007, c.925.)
