{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-721.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-721.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-721.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-721.1.html"}],"law_id":346867,"edition_id":2,"section_id":346867,"structure_id":49794,"section_number":"13.1-721.1","catch_line":"Abandonment of a merger or share exchange","history":"2005, c. 765; 2010, c. 782; 2019, c. 734; 2020, c. 1226; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nUnless otherwise provided in the plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after a plan of merger or share exchange has been adopted and approved as required by this article, and at any time before the certificate of merger or share exchange has become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its shareholders in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the plan of merger or share exchange.\n\nB\n\nIf a merger or share exchange is abandoned after the articles of merger or share exchange have been filed with the Commission but before the certificate of merger or share exchange has become effective, in order for the certificate of merger or share exchange to be abandoned, all parties to the plan of merger or share exchange shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger or share exchange. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the merger or share exchange shall be deemed abandoned and shall not become effective.\n\nC\n\nThe statement of abandonment shall contain:\n\n1\n\nThe name of each domestic and foreign corporation and eligible entity that is a party to the merger and its jurisdiction of formation and entity type;\n\n2\n\nWhen the survivor will be a domestic corporation or a domestic nonstock corporation created by the merger, the name of the survivor set forth in the articles of merger;\n\n3\n\nThe date on which the articles of merger or share exchange were filed with the Commission;\n\n4\n\nThe date and time on which the Commission’s certificate of merger or share exchange becomes effective; and\n\n5\n\nA statement that the merger or share exchange is being abandoned in accordance with this section.\n\n","order_by":null,"text":{"0":{"id":1293869,"text":"Unless otherwise provided in the plan of merger or share exchange or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger or a share exchange is organized or by which it is governed, after a plan of merger or share exchange has been adopted and approved as required by this article, and at any time before the certificate of merger or share exchange has become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its shareholders in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the plan of merger or share exchange.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1293870,"text":"If a merger or share exchange is abandoned after the articles of merger or share exchange have been filed with the Commission but before the certificate of merger or share exchange has become effective, in order for the certificate of merger or share exchange to be abandoned, all parties to the plan of merger or share exchange shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger or share exchange. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the merger or share exchange shall be deemed abandoned and shall not become effective.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":1293871,"text":"The statement of abandonment shall contain:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":1293872,"text":"The name of each domestic and foreign corporation and eligible entity that is a party to the merger and its jurisdiction of formation and entity type;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":1293873,"text":"When the survivor will be a domestic corporation or a domestic nonstock corporation created by the merger, the name of the survivor set forth in the articles of merger;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":1293874,"text":"The date on which the articles of merger or share exchange were filed with the Commission;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":1293875,"text":"The date and time on which the Commission’s certificate of merger or share exchange becomes effective; and","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":1293876,"text":"A statement that the merger or share exchange is being abandoned in accordance with this section.","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4"}},"ancestry":[{"id":49794,"edition_id":2,"name":"Mergers and Share Exchanges","identifier":"12","label":"article","depth":3,"order_by":14,"parent_id":49780,"metadata":{"child_laws":9,"child_structures":0},"date_created":"2026-08-02 02:15:31","date_modified":"2026-08-02 12:29:12","permalink":{"id":1377359,"object_type":"structure","relational_id":49794,"identifier":"12","token":"13.1\/9\/12","url":"\/13.1\/9\/12\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49780,"edition_id":2,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":12,"parent_id":49726,"metadata":{"child_laws":265,"child_structures":27},"date_created":"2026-08-02 02:14:54","date_modified":"2026-08-02 12:29:09","permalink":{"id":1377165,"object_type":"structure","relational_id":49780,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346859,"structure_id":49794,"section_number":"13.1-715.1","catch_line":"Definitions","url":"\/13.1-715.1\/","token":"13.1\/9\/12\/13.1-715.1","metadata":false},{"id":346861,"structure_id":49794,"section_number":"13.1-716","catch_line":"Merger","url":"\/13.1-716\/","token":"13.1\/9\/12\/13.1-716","metadata":false},{"id":346862,"structure_id":49794,"section_number":"13.1-717","catch_line":"Share exchange","url":"\/13.1-717\/","token":"13.1\/9\/12\/13.1-717","metadata":false},{"id":346863,"structure_id":49794,"section_number":"13.1-718","catch_line":"Action on a plan of merger or share exchange","url":"\/13.1-718\/","token":"13.1\/9\/12\/13.1-718","metadata":false},{"id":346865,"structure_id":49794,"section_number":"13.1-719","catch_line":"Merger between parent and subsidiary or between subsidiaries","url":"\/13.1-719\/","token":"13.1\/9\/12\/13.1-719","metadata":false},{"id":346864,"structure_id":49794,"section_number":"13.1-719.1","catch_line":"Formation of a holding company","url":"\/13.1-719.1\/","token":"13.1\/9\/12\/13.1-719.1","metadata":false},{"id":346866,"structure_id":49794,"section_number":"13.1-720","catch_line":"Articles of merger or share exchange","url":"\/13.1-720\/","token":"13.1\/9\/12\/13.1-720","metadata":false},{"id":346868,"structure_id":49794,"section_number":"13.1-721","catch_line":"Effect of merger or share exchange","url":"\/13.1-721\/","token":"13.1\/9\/12\/13.1-721","metadata":false},{"id":346867,"structure_id":49794,"section_number":"13.1-721.1","catch_line":"Abandonment of a merger or share exchange","url":"\/13.1-721.1\/","token":"13.1\/9\/12\/13.1-721.1","metadata":false}],"previous_section":{"id":346868,"structure_id":49794,"section_number":"13.1-721","catch_line":"Effect of merger or share exchange","url":"\/13.1-721\/","token":"13.1\/9\/12\/13.1-721","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-721.1\/","history_text":"

This law was first created in 2005. The record of its establishment is cataloged in chapter 765<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 3 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2010, chapter 782<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":1377393,"object_type":"law","relational_id":346867,"identifier":"13.1-721.1","token":"13.1\/9\/12\/13.1-721.1","url":"\/13.1-721.1\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-721.1\/","token":"13.1\/9\/12\/13.1-721.1","dublin_core":{"Title":"Abandonment of a merger or share exchange","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-721.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the plan of merger or share exchange<\/span> or in the laws<\/span> under which a foreign corporation<\/span> or a domestic or foreign eligible entity<\/span> that is a party to a merger<\/span> or a share exchange<\/span> is organized or by which it is governed, after a plan of merger or share exchange<\/span> has been adopted and approved as required by this article, and at any time before the certificate of merger or share exchange<\/span> has become effective, the plan may be abandoned by a domestic corporation<\/span> that is a party to the plan without action by its shareholders<\/span> in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors, subject to any contractual rights of other parties to the plan of merger or share exchange<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If a merger or share exchange<\/span> is abandoned after the articles of merger or share exchange<\/span> have been filed with the Commission<\/span> but before the certificate of merger or share exchange<\/span> has become effective, in order<\/span> for the certificate of merger or share exchange<\/span> to be abandoned, all parties to the plan of merger or share exchange<\/span> shall sign<\/span> a statement of abandonment and deliver<\/span> it to the Commission<\/span> for filing prior to the effective time and date of the certificate of merger or share exchange<\/span>. If the Commission<\/span> finds that the statement of abandonment complies with the requirements of law<\/span>, it shall issue<\/span> a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission<\/span>, and the merger or share exchange<\/span> shall be deemed abandoned and shall not become effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The statement of abandonment shall contain: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of each domestic and foreign corporation<\/span> and eligible entity<\/span> that is a party to the merger and its jurisdiction of formation<\/span> and entity type; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> When the survivor<\/span> will be a domestic corporation<\/span> or a domestic nonstock corporation<\/span> created by the merger, the name of the survivor<\/span> set forth in the articles of merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date on which the articles of merger or share exchange<\/span> were filed with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date and time on which the Commission<\/span>’s certificate of merger or share exchange<\/span> becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the merger or share exchange<\/span> is being abandoned in accordance with this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nABANDONMENT OF A MERGER OR SHARE EXCHANGE (\u00a7 13.1-721.1)\n\nA. Unless otherwise provided in the plan of merger or share exchange or in the\nlaws under which a foreign corporation or a domestic or foreign eligible entity\nthat is a party to a merger or a share exchange is organized or by which it is\ngoverned, after a plan of merger or share exchange has been adopted and approved\nas required by this article, and at any time before the certificate of merger or\nshare exchange has become effective, the plan may be abandoned by a domestic\ncorporation that is a party to the plan without action by its shareholders in\naccordance with any procedures set forth in the plan or, if no such procedures\nare set forth in the plan, in the manner determined by the board of directors,\nsubject to any contractual rights of other parties to the plan of merger or\nshare exchange.\n\nB. If a merger or share exchange is abandoned after the articles of merger or\nshare exchange have been filed with the Commission but before the certificate of\nmerger or share exchange has become effective, in order for the certificate of\nmerger or share exchange to be abandoned, all parties to the plan of merger or\nshare exchange shall sign a statement of abandonment and deliver it to the\nCommission for filing prior to the effective time and date of the certificate of\nmerger or share exchange. If the Commission finds that the statement of\nabandonment complies with the requirements of law, it shall issue a certificate\nof abandonment, effective as of the date and time the statement of abandonment\nwas received by the Commission, and the merger or share exchange shall be deemed\nabandoned and shall not become effective.\n\nC. The statement of abandonment shall contain:\n\n 1. The name of each domestic and foreign corporation and eligible entity that\n is a party to the merger and its jurisdiction of formation and entity type;\n\n 2. When the survivor will be a domestic corporation or a domestic nonstock\n corporation created by the merger, the name of the survivor set forth in the\n articles of merger;\n\n 3. The date on which the articles of merger or share exchange were filed with\n the Commission;\n\n 4. The date and time on which the Commission’s certificate of merger or\n share exchange becomes effective; and\n\n 5. A statement that the merger or share exchange is being abandoned in\n accordance with this section.\n\nHISTORY: 2005, c. 765; 2010, c. 782; 2019, c. 734; 2020, c. 1226; 2021, Sp.\nSess. I, c. 487.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}