2019 US Virgin Islands Code
Title 13 - Corporations and Associations
Chapter 1 - General Corporation Law
Subchapter IX - Merger or Consolidation
§ 251. Consolidation or merger of domestic corporations

(a) Any two or more corporations organized under the provisions of this chapter or existing under the laws of the United States Virgin Islands, for the purpose of carrying on any kind of business may merge into a single corporation which may be any one of said constituent corporations or may consolidate to form a new corporation as shall be specified in the agreement required by subsection (b) of this section.

(b) The directors, or a majority of them, of such corporations as desire to consolidate or merge, may enter into an agreement signed by them under the corporate seals of the respective corporations, prescribing the terms and conditions of consolidation or merger, the mode of carrying the same into effect, and stating such other facts required or permitted by the provisions of this chapter to be set out in articles of incorporation, as can be stated in the case of a consolidation or merger, stated in such altered form as the circumstances of the case require, as well as the manner of converting the shares of each of the constituent corporations into shares of other securities of the corporation resulting from such consolidation or surviving such merger, and if any shares of any of the constituent corporations are not to be converted solely into shares or other securities of the corporation resulting from such consolidation or surviving such merger, the amount of cash or securities of any other corporation which the holders of such shares are to receive in exchange for such shares or upon their conversion and the surrender of certificates evidencing such shares, which cash or securities of any other corporation may be in addition to or in lieu of the shares or other securities of the corporation resulting from such consolidation or surviving such merger, with such other details and provisions as are deemed necessary.

(c) The agreement required by subsection (b) of this section shall be submitted to the stockholders of each constituent corporation at a meeting thereof, called separately for the purpose of taking the same into consideration. Due notice of the time, place and object of the meeting shall be given by publication at least once a week for four successive weeks in one or more newspapers of general circulation published in the United States Virgin Islands, and a copy of such notice shall be mailed to the last known post-office address of each stockholder of each such corporation at least 20 days prior to the date of such meeting. At the meeting the agreement shall be considered and a vote by ballot, in person or by proxy, taken for the adoption or rejection of the same, each share entitling the holder thereof to one vote. If the votes of stockholders of each such corporation representing two-thirds of the total number of shares of its capital stock shall be for the adoption of the agreement, then that fact shall be certified on the agreement by the secretary or assistant secretary of each such corporation, under the seal thereof; and the agreement so adopted and certified shall be signed by the president or vice-president and the secretary or assistant secretary of each of such corporations under the corporate seals thereof and acknowledged by the president or vice-president of each of such corporations before any officer authorized by the laws of the United States Virgin Islands to take acknowledgments of deeds to be the respective act, deed and agreement of each of the corporations. The agreement so certified and acknowledged shall be filed in the office of the Lieutenant Governor, and a copy of the agreement, certified by the Lieutenant Governor, shall be filed in the offices of the clerk of the district court in the judicial divisions in which the articles of incorporation of the respective corporations so consolidating or merging are filed. The agreement, when so filed, shall thenceforth be taken and deemed to be the agreement and act of consolidation or merger of the corporations. A certified copy thereof, shall be evidence of the agreement and act of consolidation or merger of the corporations, and of the observance and performance of all acts and conditions necessary to have been observed and performed precedent to such consolidation or merger.