2006 Code of Virginia § 13.1-896 - Articles of merger

13.1-896. Articles of merger.

A. After a plan of merger is approved by the members, or adopted by the boardof directors if member approval is not required, the surviving corporationshall file with the Commission articles of merger executed by each party tothe merger setting forth:

1. The plan of merger.

2. Where the members of any merging corporation have voting rights, then asto each such corporation, either:

a. A statement that the plan was adopted 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 existence of a quorum of each voting group entitled to voteseparately 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.

3. Where any merging corporation has no members, or no members having votingrights, then a statement of that fact, the date of the meeting of the boardof directors at which the plan was adopted and a statement of the fact thatsuch plan received the vote of a majority of the directors in office.

B. If the Commission finds that the articles of merger comply with therequirements of law and that all required fees have been paid, it shall issuea certificate of merger.

(Code 1950, 13.1-243, 13.1-244; 1956, c. 428; 1975, c. 500; 1985, c. 522;2000, c. 53; 2003, c. 597.)