2011 Code of Virginia
Title 13.1 CORPORATIONS.
Chapter 9 Virginia Stock Corporation Act (13.1-601 thru 13.1-792)
13.1-719 Merger between parent and subsidiary or between subsidiaries

13.1-719. Merger between parent and subsidiary or between subsidiaries.

A. A domestic parent corporation that owns shares of a domestic or foreign subsidiary corporation that possess at least 90 percent of the voting power of each class and series of the outstanding shares of the subsidiary that have voting power may merge the subsidiary into itself or into another such subsidiary, or merge itself into the subsidiary, without the approval of the board of directors or shareholders of the subsidiary, unless the articles of incorporation of any of the corporations otherwise provide, and unless, in the case of a foreign subsidiary, approval by the subsidiary's board of directors or shareholders is required by the laws under which the subsidiary is organized.

B. If under subsection A approval of the merger by the subsidiary's shareholders is not required, the parent corporation shall, within 10 days after the effective date of the merger, notify each of the subsidiary's shareholders that the merger has become effective.

C. Except as provided in subsections A and B, a merger between a parent and a subsidiary shall be governed by the provisions of this article applicable to mergers generally.

D. The articles of incorporation of the survivor shall not be altered or amended by a merger pursuant to this section, except for amendments permitted by 13.1-706.

E. Two or more subsidiaries may be merged into a domestic parent corporation pursuant to this section.

(Code 1950, 13.1-76; 1956, c. 428; 1964, c. 417; 1968, c. 115; 1975, c. 500; 1985, c. 522; 1990, c. 230; 2005, c. 765.)