A. After a plan of merger has been adopted and approved as required by thisAct, articles of merger shall be executed on behalf of each party to themerger. The articles shall set forth:
1. The plan of merger, the names of the parties to the merger, and, for eachparty that is a foreign corporation or eligible entity, the name of the stateor country under whose law it is incorporated or formed;
2. If the articles of incorporation of a domestic corporation that is thesurvivor of a merger are amended, or if a new domestic corporation is createdas a result of a merger, as an attachment to the articles of merger, theamendments to the survivor's articles of incorporation or the articles ofincorporation of the new corporation;
3. The date the plan of merger was adopted by each domestic corporation thatwas a party to the merger;
4. If the plan of merger required approval by the members of a domesticcorporation that was a party to the merger, either:
a. A statement that the plan was approved by the unanimous consent of themembers; or
b. A statement that the plan was submitted to the members by the board ofdirectors in accordance with this Act, and a statement of:
(1) The designation of and number of votes entitled to be cast by each votinggroup entitled to vote separately on the plan; and
(2) Either the total number of votes cast for and against the plan by eachvoting group entitled to vote separately on the plan or the total number ofundisputed votes cast for the plan separately by each voting group and astatement that the number cast for the plan by each voting group wassufficient for approval by that voting group.
5. If the plan of merger was adopted by the directors without approval by themembers of a domestic corporation that was a party to the merger, a statementthat the plan of merger was duly approved by the vote of a majority of thedirectors 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 themerger, a statement that the participation of the foreign corporation oreligible entity was duly authorized as required by the organic law of thecorporation or eligible entity.
B. Articles of merger shall be filed with the Commission by the survivor ofthe merger. If the Commission finds that the articles of merger comply withthe requirements of law and that all required fees have been paid, it shallissue a certificate of merger. Articles of merger filed under this sectionmay be combined with any filing required under the organic law of anydomestic eligible entity involved in the transaction if the combined filingsatisfies the requirements of both this section and the other organic law.
(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.)
A. After a plan of merger has been adopted and approved as required by thisAct, articles of merger shall be executed on behalf of each party to themerger. The articles shall set forth:
1. The plan of merger, the names of the parties to the merger, and, for eachparty that is a foreign corporation or eligible entity, the name of the stateor country under whose law it is incorporated or formed;
2. If the articles of incorporation of a domestic corporation that is thesurvivor of a merger are amended, or if a new domestic corporation is createdas a result of a merger, as an attachment to the articles of merger, theamendments to the survivor's articles of incorporation or the articles ofincorporation of the new corporation;
3. The date the plan of merger was adopted by each domestic corporation thatwas a party to the merger;
4. If the plan of merger required approval by the members of a domesticcorporation that was a party to the merger, either:
a. A statement that the plan was approved by the unanimous consent of themembers; or
b. A statement that the plan was submitted to the members by the board ofdirectors in accordance with this Act, and a statement of:
(1) The designation of and number of votes entitled to be cast by each votinggroup entitled to vote separately on the plan; and
(2) Either the total number of votes cast for and against the plan by eachvoting group entitled to vote separately on the plan or the total number ofundisputed votes cast for the plan separately by each voting group and astatement that the number cast for the plan by each voting group wassufficient for approval by that voting group.
5. If the plan of merger was adopted by the directors without approval by themembers of a domestic corporation that was a party to the merger, a statementthat the plan of merger was duly approved by the vote of a majority of thedirectors 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 themerger, a statement that the participation of the foreign corporation oreligible entity was duly authorized as required by the organic law of thecorporation or eligible entity.
B. Articles of merger shall be filed with the Commission by the survivor ofthe merger. If the Commission finds that the articles of merger comply withthe requirements of law and that all required fees have been paid, it shallissue a certificate of merger. Articles of merger filed under this sectionmay be combined with any filing required under the organic law of anydomestic eligible entity involved in the transaction if the combined filingsatisfies the requirements of both this section and the other organic law.
(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.)
A. After a plan of merger has been adopted and approved as required by thisAct, articles of merger shall be executed on behalf of each party to themerger. The articles shall set forth:
1. The plan of merger, the names of the parties to the merger, and, for eachparty that is a foreign corporation or eligible entity, the name of the stateor country under whose law it is incorporated or formed;
2. If the articles of incorporation of a domestic corporation that is thesurvivor of a merger are amended, or if a new domestic corporation is createdas a result of a merger, as an attachment to the articles of merger, theamendments to the survivor's articles of incorporation or the articles ofincorporation of the new corporation;
3. The date the plan of merger was adopted by each domestic corporation thatwas a party to the merger;
4. If the plan of merger required approval by the members of a domesticcorporation that was a party to the merger, either:
a. A statement that the plan was approved by the unanimous consent of themembers; or
b. A statement that the plan was submitted to the members by the board ofdirectors in accordance with this Act, and a statement of:
(1) The designation of and number of votes entitled to be cast by each votinggroup entitled to vote separately on the plan; and
(2) Either the total number of votes cast for and against the plan by eachvoting group entitled to vote separately on the plan or the total number ofundisputed votes cast for the plan separately by each voting group and astatement that the number cast for the plan by each voting group wassufficient for approval by that voting group.
5. If the plan of merger was adopted by the directors without approval by themembers of a domestic corporation that was a party to the merger, a statementthat the plan of merger was duly approved by the vote of a majority of thedirectors 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 themerger, a statement that the participation of the foreign corporation oreligible entity was duly authorized as required by the organic law of thecorporation or eligible entity.
B. Articles of merger shall be filed with the Commission by the survivor ofthe merger. If the Commission finds that the articles of merger comply withthe requirements of law and that all required fees have been paid, it shallissue a certificate of merger. Articles of merger filed under this sectionmay be combined with any filing required under the organic law of anydomestic eligible entity involved in the transaction if the combined filingsatisfies the requirements of both this section and the other organic law.
(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.)
