CHAPTER 115

An Act to amend and reenact § 18.1-76, as amended, of the Code of
Virginia, relating to procedures for the merger of domestic stock
corporations with certain subsidiaries. CH 256]

Approved March 4, 1968

Be it enacted by the General Assembly of Virginia:

1. That § 18.1-76, as amended, of the Code of Virginia be amended and
reenacted as follows:

§ 13.1-76. Merger of subsidiary; right of minority stockholder.—
Any domestic corporation owning ninety-five percent or more of the out-
standing shares of each class of another corporation, domestic or foreign,
may merge such subsidiary into itself without approval by the stock-
holders of either corporation. Its board of directors shall, by resolution,
approve a plan of merger setting forth:

(a) The name of the subsidiary corporation and the name of the
surviving corporation; and

(b) The manner and basis of converting any shares of the subsidiary
not owned by the surviving corporation into shares or other securities or
obligations of the surviving corporation, or, in whole or in part, into
cash or property or into shares or other securities or obligations of any
other corporation.

A copy of the plan of merger shall be mailed or delivered to each
minority stockholder of record of the subsidiary. Articles of merger shall
be executed by the surviving corporation by its president or a vice presi-
dent and by its secretary or an assistant secretary, and verified by oath
of one of its officers signing such articles, and shall set forth:

(a) The plan of merger;

(b) The number of outstanding shares of each class of the subsidiary
and the number thereof owned by the surviving corporation ;

(c) The date of the mailing or delivery to minority stockholders of
the subsidiary of a copy of the plan of merger; and

(d) If the subsidiary is a foreign corporation, that it has complied
with the applicable provisions of the laws of the state under which it is
organized.

The articles of merger shall be delivered to the Commission. If the
Commission finds that the articles comply with the requirements of law
and that all required fees have been paid, it shall by order issue a certifi-
cate of merger, which shall be admitted to record in its office. Upon the
completion of such recordation, the Commission shall forward the certifi-
cate for recordation in the office for the recording of deeds in the city or
county in which the registered office of each domestic corporation is
located, except that no such further recordation shall be required in the
city of Richmond or the county of Henrico. Upon the completion of such
further recordation, the certificate shall be returned to the Commission
by registered or certified mail.

Upon the issuance of the certificate of merger by the Commission,
the merger shall become effective as in the case of other mergers except
that the articles of incorporation of the surviving corporation shall not
be altered or amended in any way by such merger and the certificate of
merger shall not be deemed a part of the articles of incorporation.

Two or more subsidiaries so owned by the surviving corporation may
be merged into it by the same articles of merger.

The provisions of § 13.1-75 shall not apply to the stockholders of
the surviving corporation in a merger pursuant to this section. But any
minority stockholder of record of a domestic subsidiary corporation that
is merged pursuant to this section may within twenty-five days after the
plan of merger is mailed or delivered to him make written demand on
his corporation or on the surviving corporation for payment of the fair
value of his shares as of the day prior to the date on which the vote of
the board of directors was taken approving the plan of merger. Except
as above provided, the rights of such stockholder, the obligations of the
surviving corporation and the procedure for their enforcement shall be
as provided in § 18.1-75.