Terms Used In Virginia Code > Title 13.1 > Chapter 10 > Article 11 - Merger.

• Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
• Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-803
• Assessment: as used in this subtitle , shall include an assessment made pursuant to notice by the Department of Taxation and self-assessments made by a taxpayer upon the filing of a return or otherwise not pursuant to notice. See Virginia Code 58.1-1820
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Board of directors: means the group of persons vested with the management of the business of the corporation irrespective of the name by which such group is designated, and "director" means a member of the board of directors. See Virginia Code 13.1-803
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-803
• 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.
• Department: means the Department of Taxation. See Virginia Code 58.1-1
• Dependent: A person dependent for support upon another.
• Document: means (i) any tangible medium on which information is inscribed, and includes any writing or written instrument, or (ii) an electronic record. See Virginia Code 13.1-803
• domestic corporation: means a corporation not 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 that, 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 11. See Virginia Code 13.1-803
• Donor: The person who makes a gift.
• Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign stock corporation. See Virginia Code 13.1-803
• Eligible interests: means interests or shares. See Virginia Code 13.1-803
• Entity: includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government. See Virginia Code 13.1-803
• Equitable: Pertaining to civil suits in "equity" rather than in "law." In English legal history, the courts of "law" could order the payment of damages and could afford no other remedy. See damages. A separate court of "equity" could order someone to do something or to cease to do something. See, e.g., injunction. In American jurisprudence, the federal courts have both legal and equitable power, but the distinction is still an important one. For example, a trial by jury is normally available in "law" cases but not in "equity" cases. ^{Source: U.S. Courts}
• Foreign corporation: means a corporation not authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-803
• Includes: means includes, but not limited to. See Virginia Code 1-218
• Interest: means either or both of the following rights under the organic law of a foreign or domestic unincorporated entity:

  1. See Virginia Code 13.1-803

• Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-803
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• Locality: means a county, city, or town as the context may require. See Virginia Code 1-221
• Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
• Membership interest: means the interest of a member in a domestic or foreign corporation, including voting and all other rights associated with membership. See Virginia Code 13.1-803
• Merger: means a business combination pursuant to § Virginia Code 13.1-893.1
• Organic document: means the document, if any, that is filed of public record to create an unincorporated entity. See Virginia Code 13.1-803
• Organic law: means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-803
• Party to a merger: means any domestic or foreign corporation or eligible entity that will merge under a plan of merger. See Virginia Code 13.1-893.1
• Person: includes an individual and an entity. See Virginia Code 13.1-803
• Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
• Service of process: The service of writs or summonses to the appropriate party.
• United States: includes any district, authority, bureau, commission, department, or any other agency of the United States. See Virginia Code 13.1-803
• United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255
• Voting group: means all members of one or more classes that under the articles of incorporation or this chapter are entitled to vote and be counted together collectively on a matter at a meeting of members. See Virginia Code 13.1-803
• written: means any information in the form of a document. See Virginia Code 13.1-803