Virginia Code 13.1-719: Merger between parent and subsidiary or between subsidiaries.
A. As used in this section:
Terms Used In Virginia Code 13.1-719
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic corporation: means a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth, or that has become a domestic corporation of the Commonwealth pursuant to Article 12. See Virginia Code 13.1-603
- Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation. See Virginia Code 13.1-603
- Entity: includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government. See Virginia Code 13.1-603
- Foreign corporation: means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-603
- Merger: means a business combination pursuant to § Virginia Code 13.1-715.1
- Organic rules: means the public organic record and private organic rules of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
- Shares: means the units into which the proprietary interests in a corporation are divided. See Virginia Code 13.1-603
- Subsidiary: means , as to any corporation, any other corporation of which it owns, directly or indirectly, voting shares entitled to cast a majority of the votes entitled to be cast generally in an election of directors of such other corporation. See Virginia Code 13.1-603
- Voting power: means the current power to vote in the election of directors. See Virginia Code 13.1-603
“Parent entity” means a domestic or foreign corporation or eligible entity that owns shares of a domestic corporation that possess at least 90 percent of the voting power of each class and series of the outstanding shares of the domestic corporation that have voting power.
“Subsidiary” means the domestic corporation whose outstanding shares are owned by a parent entity.
B. A parent entity may merge (i) a subsidiary into itself or another subsidiary or (ii) itself into a subsidiary without the approval of the board of directors or the shareholders of any subsidiary and, if the parent entity is a domestic corporation, without the approval of the shareholders of the parent entity, unless the articles of incorporation of any subsidiary or the articles of incorporation or the organic rules of the parent entity otherwise provide.
C. A parent entity may be a foreign corporation or eligible entity only if the merger is permitted under the laws by which the foreign corporation or eligible entity is organized.
D. The parent entity shall, within 10 days after the effective date of the merger, notify each of the subsidiary’s shareholders that the merger has become effective.
E. Except as provided in subsections B and C, a merger under this section shall be governed by the provisions of this article applicable to mergers generally, including subsection J of § 13.1-718.
F. The articles of incorporation of the survivor shall not be altered or amended by a merger pursuant to this section, except for amendments permitted by § 13.1-706.
G. Two or more domestic corporations may be merged into a parent entity pursuant to this section.
Code 1950, § 13.1-76; 1956, c. 428; 1964, c. 417; 1968, c. 115; 1975, c. 500; 1985, c. 522; 1990, c. 230; 2005, c. 765; 2015, c. 611; 2019, c. 734; 2020, c. 1226.