2019 US Virgin Islands Code
Title 13 - Corporations and Associations
Chapter 1 - General Corporation Law
Subchapter IX - Merger or Consolidation
§ 252. Consolidation or merger of domestic and foreign corporations; service of process upon surviving corporation

(a) Any one or more corporations organized under the provisions of this chapter or existing under the laws of the United States Virgin Islands may consolidate or merge with one or more other corporations organized under the laws of any state or states, if the laws under which such other corporation or corporations are formed shall permit such consolidation or merger. The constituent corporations may merge into a single corporation, which may be any one of the constituent corporations, or they may consolidate to form a new corporation, which may be a corporation of the United States Virgin Islands or of the state of incorporation of any one of the constituent corporations as shall be specified in the agreement required by subsection (b) of this section.

(b) All the constituent corporations shall enter into an agreement in writing which shall prescribe the terms and conditions of the consolidation or merger, the mode of carrying the same into effect, the manner of converting the shares of each of the constituent corporations into shares or other securities of the corporation resulting from or surviving such consolidation or 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 or surviving such consolidation or merger, and such other details and provisions as shall be deemed necessary or proper. There shall also be set forth in the agreement such other facts as shall then be required to be set forth in articles of incorporation by the laws of the United States Virgin Islands or by the laws of the state which are stated in the agreement to be the laws that shall govern the resulting or surviving corporation and that can be stated in the case of a consolidation or merger.

(c) The agreement shall be authorized, adopted, approved, signed and acknowledged by each of the constituent corporations in accordance with the laws under which it is formed and, in the case of a Virgin Islands' corporation, in the manner provided in section 251 of this title. The agreement so authorized, adopted, approved, signed and acknowledged shall be filed in the office of the Lieutenant Governor, and a copy thereof, certified by the Lieutenant Governor, shall be filed in the office of the clerk of the district court in the judicial division in which the articles of incorporation are filed. The agreement, when so filed, shall henceforth be taken and deemed to be the agreement and act of consolidation or merger of the constituent corporations for all purposes of the laws of the United States Virgin Islands and if the corporation resulting from or surviving such consolidation or merger is a Virgin Islands' corporation such agreement shall have the force and effect of articles of incorporation.

(d) If the corporation resulting from such consolidation or surviving such merger is to be governed by the laws of any state it shall agree that it may be served with process in the United States Virgin Islands in any proceeding for enforcement of any obligation of any constituent corporation of the United States Virgin Islands as well as for enforcement of any obligation of the resulting or surviving corporation arising from the consolidation or merger, including any action or other proceeding to enforce the right of any stockholder as determined in appraisal proceedings pursuant to the provisions of section 256 of this title, and shall irrevocably appoint the Lieutenant Governor as its agent to accept service of process in any such action or other proceeding and shall specify the address of the corporation to which a copy of such process shall be mailed by the Lieutenant Governor. Service of such process shall be made personally delivering to and leaving with the officer designated by the Lieutenant Governor for that purpose duplicate copies of such process and of the complaint. The Lieutenant Governor shall forthwith send by registered mail one of such copies to such resulting or surviving corporation at its address so specified, unless such resulting or surviving corporation shall thereafter have designated in writing to the Lieutenant Governor a different address for such purpose, in which case it shall be mailed to the last address so designated. In any action in which the process shall be so served, the plaintiff shall pay to the Lieutenant Governor the sum of five dollars ($5.00), which sum shall be taxed as a part of the costs in the action if the plaintiff shall prevail therein. The Lieutenant Governor shall enter alphabetically in a process book, kept for that purpose, the name of plaintiff and defendant, the title and number if any of the cause in which process has been served upon the Lieutenant Governor, and the day and hour when the service was made.