CHAPTER 417

An Act to amend and reenact § 18.1-76 of the Code of Virginia, relating
to merger of a domestic corporation and a subsidiary. rH 241]

Approved March 31, 1964

Be it enacted by the General Assembly of Virginia:
Ls That § 13.1-76 of the Code of Virginia be amended and reenacted as
ollows:

§ 18.1-76. Any domestic corporation owning ninety-five percent or
more of the * outstanding shares of each class of another corporation,
domestic or foreign, may merge such * subsidiary into itself without ap-
proval by the stockholders 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 sub-
sidiary not owned by the surviving corporation into shares or other secur-
ities or obligations of the surviving 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 cer-
tificate 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 minor-
ity 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 1s 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
ll Seb toae and the procedure for their enforcement shall be as provided
in § 18.1-75.