{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-897.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-897.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-897.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-897.1.html"}],"law_id":347092,"edition_id":2,"section_id":347092,"structure_id":49820,"section_number":"13.1-897.1","catch_line":"Abandonment of a merger","history":"2007, c. 925; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nUnless otherwise provided in the plan of merger or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been adopted and approved as required by this article, and at any time before the certificate of merger has become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its members in accordance with any procedures set forth in the plan of merger 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.\n\nB\n\nIf a merger is abandoned after the articles of merger have been filed with the Commission but before the certificate of merger has become effective, in order for the certificate of merger to be abandoned, all parties to the plan of merger 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. 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 time and date the statement of abandonment was received by the Commission, and the merger 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 domestic stock 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 were filed with the Commission;\n\n4\n\nThe date and time on which the Commission’s certificate of merger becomes effective; and\n\n5\n\nA statement that the merger is being abandoned in accordance with this section.\n\n","order_by":null,"text":{"0":{"id":1295200,"text":"Unless otherwise provided in the plan of merger or in the laws under which a foreign corporation or a domestic or foreign eligible entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been adopted and approved as required by this article, and at any time before the certificate of merger has become effective, the plan may be abandoned by a domestic corporation that is a party to the plan without action by its members in accordance with any procedures set forth in the plan of merger 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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":1295201,"text":"If a merger is abandoned after the articles of merger have been filed with the Commission but before the certificate of merger has become effective, in order for the certificate of merger to be abandoned, all parties to the plan of merger 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. 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 time and date the statement of abandonment was received by the Commission, and the merger 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":1295202,"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":1295203,"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":1295204,"text":"When the survivor will be a domestic corporation or domestic stock 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":1295205,"text":"The date on which the articles of merger 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":1295206,"text":"The date and time on which the Commission’s certificate of merger 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":1295207,"text":"A statement that the merger 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":49820,"edition_id":2,"name":"Merger","identifier":"11","label":"article","depth":3,"order_by":12,"parent_id":49808,"metadata":{"child_laws":7,"child_structures":0},"date_created":"2026-08-02 02:16:07","date_modified":"2026-08-02 12:29:17","permalink":{"id":1374621,"object_type":"structure","relational_id":49820,"identifier":"11","token":"13.1\/10\/11","url":"\/13.1\/10\/11\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49808,"edition_id":2,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":13,"parent_id":49726,"metadata":{"child_laws":183,"child_structures":21},"date_created":"2026-08-02 02:15:48","date_modified":"2026-08-02 12:29:14","permalink":{"id":1374503,"object_type":"structure","relational_id":49808,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":347087,"structure_id":49820,"section_number":"13.1-893.1","catch_line":"Definitions","url":"\/13.1-893.1\/","token":"13.1\/10\/11\/13.1-893.1","metadata":false},{"id":347089,"structure_id":49820,"section_number":"13.1-894","catch_line":"Merger","url":"\/13.1-894\/","token":"13.1\/10\/11\/13.1-894","metadata":false},{"id":347090,"structure_id":49820,"section_number":"13.1-895","catch_line":"Action on plan of merger","url":"\/13.1-895\/","token":"13.1\/10\/11\/13.1-895","metadata":false},{"id":347091,"structure_id":49820,"section_number":"13.1-896","catch_line":"Articles of merger","url":"\/13.1-896\/","token":"13.1\/10\/11\/13.1-896","metadata":{"court_decisions":""}},{"id":347093,"structure_id":49820,"section_number":"13.1-897","catch_line":"Effect of merger","url":"\/13.1-897\/","token":"13.1\/10\/11\/13.1-897","metadata":false},{"id":347092,"structure_id":49820,"section_number":"13.1-897.1","catch_line":"Abandonment of a merger","url":"\/13.1-897.1\/","token":"13.1\/10\/11\/13.1-897.1","metadata":{"court_decisions":""}},{"id":347101,"structure_id":49820,"section_number":"13.1-898","catch_line":"Repealed","url":"\/13.1-898\/","token":"13.1\/10\/11\/13.1-898","metadata":{"court_decisions":""}}],"previous_section":{"id":347093,"structure_id":49820,"section_number":"13.1-897","catch_line":"Effect of merger","url":"\/13.1-897\/","token":"13.1\/10\/11\/13.1-897","metadata":false},"next_section":{"id":347101,"structure_id":49820,"section_number":"13.1-898","catch_line":"Repealed","url":"\/13.1-898\/","token":"13.1\/10\/11\/13.1-898","metadata":{"court_decisions":""}},"metadata":{"court_decisions":""},"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-897.1\/","history_text":"

This law was first created in 2007. The record of its establishment is cataloged in chapter 925<\/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.<\/p>","references":false,"refers_to":false,"permalink":{"id":1374643,"object_type":"law","relational_id":347092,"identifier":"13.1-897.1","token":"13.1\/10\/11\/13.1-897.1","url":"\/13.1-897.1\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-897.1\/","token":"13.1\/10\/11\/13.1-897.1","dublin_core":{"Title":"Abandonment of a merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-897.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

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

B.<\/span> If a merger is abandoned after the articles of merger have been filed with the Commission<\/span> but before the certificate of merger has become effective, in order<\/span> for the certificate of merger to be abandoned, all parties to the plan of merger 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. 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 time and date the statement of abandonment was received by the Commission<\/span>, and the merger 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 domestic stock 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 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 becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the merger is being abandoned in accordance with this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nABANDONMENT OF A MERGER (\u00a7 13.1-897.1)\n\nA. Unless otherwise provided in the plan of merger or in the laws under which a\nforeign corporation or a domestic or foreign eligible entity that is a party to\na merger is organized or by which it is governed, after a plan of merger has\nbeen adopted and approved as required by this article, and at any time before\nthe certificate of merger has become effective, the plan may be abandoned by a\ndomestic corporation that is a party to the plan without action by its members\nin accordance with any procedures set forth in the plan of merger or, if no such\nprocedures are set forth in the plan, in the manner determined by the board of\ndirectors, subject to any contractual rights of other parties to the plan of\nmerger.\n\nB. If a merger is abandoned after the articles of merger have been filed with\nthe Commission but before the certificate of merger has become effective, in\norder for the certificate of merger to be abandoned, all parties to the plan of\nmerger shall sign a statement of abandonment and deliver it to the Commission\nfor filing prior to the effective time and date of the certificate of merger. If\nthe Commission finds that the statement of abandonment complies with the\nrequirements of law, it shall issue a certificate of abandonment, effective as\nof the time and date the statement of abandonment was received by the\nCommission, and the merger shall be deemed abandoned and shall not become\neffective.\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 domestic stock\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 were filed with the Commission;\n\n 4. The date and time on which the Commission’s certificate of merger\n becomes effective; and\n\n 5. A statement that the merger is being abandoned in accordance with this\n section.\n\nHISTORY: 2007, c. 925; 2021, Sp. Sess. 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"}}