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Guide for Articles of Merger (Virginia)

This is a guide for articles of merger in Virginia. The form provided here is simply a sample of what the actual Form SCC896 looks like.

GUIDE FOR ARTICLES OF MERGER
(nonstock corporations)

ARTICLES OF MERGER OF

___________________________ (names of corporations)

The undersigned corporations, pursuant to Title 13.1, Chap. 10, Art. 11 of the Code of Virginia, hereby execute the following articles of merger and set forth:

ONE

[Set forth the plan of merger.]

___________________________

TWO

[Set forth the following information as it may apply to each corporation.]

___________________________

[A.] ___________________________ [name of corporation] has no members or has no members having voting rights. The plan of merger was adopted at a meeting of the board of directors held on

___________________________ [date]. The plan of merger received the vote of a majority of the directors in office.

OR

[B.] The plan of merger was adopted by the unanimous consent of the members of (name of corporation) ___________________________.

OR

[C.] The plan of merger was submitted to the members of (name of corporation) by the board of directors in accordance with Chapter 10 of Title 13.1 of the Code of Virginia. A quorum existed for each voting group entitled to vote separately on the plan of merger, and:

[i.] The total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan were:

Voting Group ___________________________

Total No. of Votes Cast FOR the Plan ___________________________

Total No. of Votes Cast AGAINST the Plan ____________________

OR

[ii.] The total number of undisputed votes cast for the plan separately by each voting group was:

Voting Group ___________________________

Total No. of Undisputed Votes Cast FOR the Plan ________________

and the number cast for the plan by each voting group was sufficient for approval by that voting group.

The undersigned [chairman or vice-chairman of the board of directors, president, or any other of its officers authorized to act on behalf of the corporation (USE APPROPRIATE TERM)] declares that the facts herein stated are true as of

________________, 20____.

___________________________ (name of corporation)

By: ___________________________ (signature)

___________________________ (printed name and corporate title)

[The articles must be similarly executed by each corporation that is a party to the merger.]


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INSTRUCTIONS FOR FILLING OUT THIS FORM
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1. The law requires that the articles be typewritten or printed in black. White, opaque paper 81/2" by 11" in size must be used. A minimum of a 1" margin must be provided on the left, top and bottom margins and 1/2" on the right margin. Use only one side of page.

2. The articles must be executed in the name of the corporation by the chairman or any vice-chairman of the board of directors, the president or any other of its officers authorized to act on behalf of the corporation.

3. Send the articles along with the $25 filing fee to the Clerk of the State Corporation Commission, P. O. Box 1197, Richmond, VA 23218-1197. (Street address: 1300 East Main Street, Richmond, VA 23219). Please make check payable to the State Corporation Commission. Our phone number is (804) 371-9733.

NOTE

1. If member approval is required, the plan must be approved by each voting group entitled to vote on the plan by MORE THAN 2/3 of all votes cast on the plan by that voting group at a meeting at which a quorum of the voting group exists unless the Act or the board of directors requires a greater vote or unless the articles of incorporation provide for a greater or lesser vote, but not less than a majority of all votes cast at a meeting at which a quorum exists (see ยง13.1-895).

2. The articles cannot be filed unless the corporation has paid all fees and taxes (and delinquencies thereof) imposed by laws administered by the Commission.

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