§ 13.1-721. Effect of merger or share exchange
A. When a merger becomes effective:
1. The domestic or foreign corporation or eligible entity that is designated in the plan of merger as the survivor continues or comes into existence as the case may be;
2. The separate existence of every domestic or foreign corporation or eligible entity that is merged into the survivor ceases;
3. Property owned by, and, except to the extent that assignment would violate a contractual prohibition on assignment by operation of law, every contract right possessed by, each domestic or foreign corporation or eligible entity that merges into the survivor is vested in the survivor without reversion or impairment;
4. All liabilities of each domestic or foreign corporation or eligible entity that is merged into the survivor are vested in the survivor;
5. The name of the survivor may, but need not be, substituted in any pending proceeding for the name of any party to the merger whose separate existence ceased in the merger;
6. The articles of incorporation or organic document of the survivor is amended to the extent provided in the plan of merger;
7. The articles of incorporation or organic document of a survivor that is created by the merger becomes effective; and
8. The shares of each domestic or foreign corporation that is a party to the merger, and the eligible interests in an eligible entity that is a party to the merger, that are to be converted under the plan of merger into shares, other securities, eligible interests, obligations, rights to acquire securities, other securities, or eligible interests, cash, other property or any combination of the foregoing, are converted, and the former holders of such shares or eligible interests are entitled only to the rights provided to them in the plan of merger or to any rights they may have under Article 15 (§ 13.1-729 et seq.) of this chapter or the organic law of the eligible entity.
B. When a share exchange becomes effective, the shares of each domestic or foreign corporation that are to be exchanged for shares and other securities, eligible interests, obligations, rights to acquire shares, other securities, eligible interests, cash, other property or any combination of the foregoing, are entitled only to the rights provided to them in the plan of share exchange or to any rights they may have under Article 15 (§ 13.1-729 et seq.) of this chapter.
C. Upon a merger becoming effective, a foreign corporation or a foreign eligible entity that is the survivor of the merger is deemed to:
1. Appoint the clerk of the Commission as its agent for service of process in a proceeding to enforce the rights of shareholders of each domestic corporation that is a party to the merger who exercise appraisal rights; and
2. Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under Article 15 (§ 13.1-729 et seq.) of this chapter.
D. No corporation that is required by law to be a domestic corporation, may, by merger, cease to be a domestic corporation, but every such corporation, even though a corporation of some other state, the United States or another country, shall also be a domestic corporation of the Commonwealth.
(Code 1950, § 13.1-74; 1956, c. 428; 1962, c. 44; 1975, c. 500; 1985, c. 522; 2005, c. 765.)
Sections: Previous 13.1-715.1 13.1-716 13.1-717 13.1-718 13.1-719 13.1-719.1 13.1-720 13.1-721 13.1-721.1 13.1-722 13.1-722.2 13.1-722.3 13.1-722.4 13.1-722.5 13.1-722.6 NextLast modified: April 16, 2009