2006 Code of Virginia § 13.1-898.1 - Merger of nonstock and stock corporations

13.1-898.1. Merger of nonstock and stock corporations.

A. One or more nonstock corporations incorporated under this chapter maymerge with one or more stock corporations incorporated under Chapter 9 (13.1-601 et seq.) of this title. The surviving corporation may be or,pursuant to subdivision D 1, become a stock corporation or a nonstockcorporation.

B. The board of directors of each stock corporation shall adopt and itsshareholders, if required by 13.1-718, shall approve, and the governingbody of each nonstock corporation shall adopt and its members, if required by 13.1-895, shall approve, the plan of merger.

C. The plan of merger shall set forth:

1. The name of each corporation planning to merge and the name of thesurviving corporation into which each other corporation plans to merge;

2. The terms and conditions of the merger and the mode of carrying the sameinto effect;

3. The manner and basis of converting the shares of each stock corporationand the membership interests of each nonstock corporation into shares,obligations or other securities of the surviving stock corporation ormembership interests of the surviving nonstock corporation, and, if anyshares of any such stock corporation or membership interests of any suchnonstock corporation are not to be converted solely into shares or othersecurities of the stock corporation or membership interests of the nonstockcorporation surviving from such merger, the cash, other property, rights orsecurities of any other corporation or entity which the holders of shares ofany such nonstock corporation are to receive in exchange for, or uponconversion of such shares or membership interests, which cash, otherproperty, rights or securities of any other corporation or entity may be inaddition to or in lieu of shares or other securities of any stock corporationor membership interests of any nonstock corporation surviving from suchmerger.

D. The plan of merger may set forth:

1. Amendments to, or a restatement of, the articles of incorporation of thesurviving corporation; and

2. Other provisions relating to the merger.

E. The plan of merger required by subsection B, in the case of each nonstockcorporation, shall be adopted and approved in the manner provided in thisarticle and, in the case of each stock corporation, shall be adopted andapproved in the manner provided in Article 12 ( 13.1-715.1 et seq.) ofChapter 9 of this title.

F. After a plan of merger is approved by the shareholders and members, oradopted by the board of directors if shareholders and/or member approval isnot required, the surviving corporation shall file with the Commissionarticles of merger setting forth:

1. The plan of merger;

2. If shareholder approval was not required, a statement to that effect,including the reason approval was not required;

3. If approval of the shareholders of one or more stock corporations party tothe merger was required, with respect to each such corporation, either:

a. A statement that the plan of merger was adopted by the unanimous consentof the shareholders; or

b. A statement that the plan was submitted to the shareholders by the boardof directors in accordance with the Virginia Stock Corporation Act (13.1-601 et seq.), and a statement of:

(1) The designation, number of outstanding shares, and number of votesentitled to be cast by each voting group entitled to vote separately on theplan; 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.

4. If the members of any merging nonstock corporation have voting rights,then as to each such corporation, either:

a. A statement that the plan of merger was adopted by the unanimous consentof the members; or

b. A statement that the plan was submitted to the members by the board ofdirectors in accordance with this chapter, 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.

5. If any merging nonstock corporation has no members having voting rights,then a statement of that fact, the date of the meeting of the board ofdirectors at which the plan was adopted and a statement of the fact that suchplan received the vote of a majority of the directors in office.

G. 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.

(1994, c. 646; 2002, c. 607; 2005, c. 765.)