CHAPTER 111

An Act to amend and reenact §§ 18.1-68 and 18.1-69 of the Code of
Virginia, relating to procedures for mergers amd consolidations of
stock corporations.

[H 93]

Approved March 4, 1968

Be it enacted by the General Assembly of Virginia:

1. That §§ 13.1-68 and 13.1-69 of the Code of Virginia be amended and
reenacted as follows:

13.1-68. Procedure for merger.—Any two or more domestic cor-
porations may merge into one of such corporations pursuant to a plan
of merger approved in the manner provided in this act, if the articles of
incorporation of each of them could lawfully contain all the corporate
powers and purposes of all of them.

The board of directors of each corporation shall, by resolution adopted
by each such board, approve a plan of merger setting forth:

(a) The names of the corporations proposing to merge, and the
name of the corporation into which they propose to merge, which is
hereinafter designated as the surviving corporation.

(b) The terms and conditions of the proposed merger.

(c) The manner and basis of converting the shares of each merging
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.

(d) A statement of any amendments in the articles of incorpora-
tion of the surviving corporation to be effected by such merger or a re-
statement of such articles of incorporation.

(e) Such other provisions with respect to the proposed merger as
are deemed necessary or desirable.

13.1-69. Procedure for consolidation.—Any two or more domestic
corporations may consolidate into a new corporation pursuant to a plan
of consolidation approved in the manner provided in this act, if the
articles of incorporation of each of them could lawfully contain all the
corporate powers and purposes of all of them.

The board of directors of each corporation shall, by a resolution
adopted by each such board, approve a plan of consolidation setting forth:

(a) The names of the corporations proposing to consolidate, and the
name of the new corporation into which they propose to consolidate,
which is hereinafter designated as the new corporation.
(b) The terms and conditions of the proposed consolidation.

(c) The manner and basis of converting the shares of each consolidat-
ing corporation into shares or other securities or obligations of the new
corporation, or, in whole or in part, into cash or property or into shares or
other securities or obligations of any other corporation.

(d) With respect to the new corporation, all of the statements re-
quired to be set forth in articles of incorporation for corporations organ-
ized under this act.

(e) Such other provisions with respect to the proposed consolidation
as are deemed necessary or desirable.