2006 Code of Virginia § 13.1-928.1 - Merger of foreign corporation authorized to transact business in Commonwealth

13.1-928.1. Merger of foreign corporation authorized to transact businessin Commonwealth.

A. Whenever a foreign corporation authorized to transact business in thisCommonwealth is a party to a merger permitted by the laws of the state orcountry under whose laws it is incorporated, and such corporation is thesurviving corporation, it shall, within thirty days after such merger becomeseffective, file with the Commission a copy of the articles of merger dulyauthenticated by the Secretary of State or other official having custody ofcorporate records in the state or country under whose laws such merger waseffected; however, the filing shall not be required when a foreigncorporation merges with a domestic corporation, the foreign corporation'sarticles of incorporation are not amended by said merger, and the articles ofmerger filed on behalf of the domestic corporation pursuant to 13.1-896contain a statement that the merger is permitted under the laws of the stateor other jurisdiction in which the foreign corporation is incorporated andthat the foreign corporation has complied with that law in effecting themerger.

B. Whenever a foreign corporation authorized to transact business in thisCommonwealth is a party to a merger permitted by the laws of the state orcountry under the laws of which it is incorporated, and such corporation isnot the surviving corporation, or whenever such corporation is a party to aconsolidation so permitted, the surviving or resulting corporation shall, ifnot continuing to transact business in this Commonwealth within thirty daysafter such merger or consolidation becomes effective, deliver to theCommission a duly authenticated copy of the instrument of merger orconsolidation and comply in behalf of the predecessor corporation with theprovisions of 13.1-929. If the surviving or resulting corporation is tocontinue to transact business in this Commonwealth, within such thirty days,deliver to the Commission an application for a certificate of authority totransact business in this Commonwealth, together with a duly authenticatedcopy of the instrument of merger or consolidation and also, in case of amerger, a copy of its articles of incorporation and all amendments thereto,duly authenticated by the Secretary of State or other official having custodyof corporate records in the state or country under whose laws it isincorporated.

C. Upon the merger or consolidation of two or more foreign corporations anyone of which owns property in this Commonwealth, all such property shall passto the surviving or resulting corporation except as otherwise provided by thelaws of the state by which it is governed, but only from the time when a dulyauthenticated copy of the instrument of merger or consolidation is filed withthe Commission.

(1986, c. 571; 1990, c. 283; 2006, c. 663.)