Virginia Corporation Merger Agreement and Approval Packet

VIRGINIA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET

Scope gate. Use only for a negotiated merger of two existing Virginia domestic stock corporations under Va. Code § 13.1-716, in which [MERGER SUB] merges into [TARGET] and Target survives. Do not use for a share exchange, parent-subsidiary merger under § 13.1-719, tender-offer merger under § 13.1-718(G), foreign or other-entity constituent, newly created survivor, nonstock, benefit, professional or regulated corporation, conversion, insolvent entity, or contested-control transaction.

Keep four records separate. Maintain: (1) this negotiated Transaction Agreement; (2) the board-adopted Plan of Merger; (3) each board and shareholder approval record; and (4) the custom Articles of Merger delivered to the State Corporation Commission. The SCC720 document is a drafting guide, not a form to mark up and file.

Virginia's default is more than two-thirds of all entitled votes. Section 13.1-718(D) ordinarily requires more than two-thirds of all votes entitled to be cast by each voting group. Articles may set a greater or lesser threshold, but not below a majority of votes cast by the group at a meeting where its quorum exists.

Do not import a second 20% test. The § 13.1-718(F) survivor no-vote route has one issuance test tied to shares entitled to vote unconditionally in director elections. It does not contain a separate participating-share test.

1. TRANSACTION CLASSIFICATION

Before drafting:

☐ Confirm both constituents are active Virginia domestic stock corporations and reconcile articles, amendments, bylaws, stock ledgers, voting agreements, options, warrants, equity awards, and board records.

☐ Confirm the transaction belongs under § 13.1-716 and is not a specialized route excluded above. If a foreign, eligible-entity, parent-subsidiary, tender-offer, benefit-corporation, regulated, or contested-control fact appears, stop and apply the law governing that exact transaction.

☐ Inventory securities, liens, debt, contracts, permits, employee plans, litigation, taxes, real property, intellectual property, data, insurance, and foreign qualifications. Obtain third-party and governmental consents separately.

☐ Run fiduciary-duty, conflicts, antitrust, securities, tax, labor, benefit-plan, privacy, industry, solvency, and change-of-control review. This packet supplies no conclusion on those bodies of law.

2. NEGOTIATED TRANSACTION AGREEMENT

This Transaction Agreement is made as of [DATE] between [TARGET] ("Target") and [MERGER SUB] ("Merger Sub"). Subject to the attached Plan of Merger and all required approvals, the parties agree as follows.

2.1 Structure and closing

At the statutory effective time, Merger Sub will merge into Target, Merger Sub's separate existence will cease, and Target will survive. Closing will occur at [TIME / PLACE / REMOTE PROCEDURE] after satisfaction or written waiver of the waivable conditions selected in Schedule 5.

The parties will not deliver the Articles of Merger until the approval record in Section 4 is complete. The closing team will retain the Transaction Agreement, Plan, board and shareholder records, appraisal materials, filed Articles, SCC certificate, and effective-time evidence.

2.2 Consideration and capitalization

Schedule 2 must state, for every class or series of each constituent, the authorized, issued, treasury, and outstanding shares; treatment of each share and each right to acquire shares; securities, eligible interests, obligations, rights, cash, or other property payable; fractional-interest treatment; withholding and exchange mechanics; and treatment of options, warrants, equity awards, and intercompany shares.

If a parent, guarantor, financing source, or third-party issuer supplies consideration or becomes a party, identify it and obtain separate authority, approval, securities, and governing-law analysis. Its appearance does not expand this packet's two-Virginia-corporation scope.

2.3 Representations and schedules

Each party makes only the representations selected and completed in the disclosure schedules concerning organization, authority, capitalization, financial statements, liabilities, taxes, litigation, contracts, permits, employees and benefits, intellectual property, data, property, compliance, brokers, and absence of conflicts.

State the knowledge standard, materiality standard, disclosure method, bring-down test, survival period, and remedy for every selected representation. No representation is included merely because its topic appears in this checklist.

2.4 Covenants and conditions

Schedule 4 states the negotiated ordinary-course covenant, exceptions, consent rights, access, confidentiality, financing cooperation, employee communications, regulatory filings, shareholder materials, and any solicitation or fiduciary-out terms.

Schedule 5 states the closing conditions, including statutory approvals, third-party and governmental consents, absence of a prohibitory order, accuracy of selected representations under the chosen standard, covenant performance, and deliveries. No contractual waiver replaces a required corporate action, appraisal procedure, or SCC filing.

2.5 Amendment, termination, and risk allocation

Schedule 6 addresses amendment, mutual termination, outside date, uncured material breach, failed approval, prohibitory order, any superior-proposal route, termination fee, expenses, survival, and consequences. Coordinate every Plan amendment with § 13.1-716(F). After shareholder approval, require renewed shareholder approval for a change in consideration, a Target-articles change beyond § 13.1-706, or another materially adverse change.

Schedule 7 identifies any responsible persons, covered claims, survival periods, baskets, caps, escrow or insurance, claim procedure, third-party-claim control, exclusive-remedy language, and fraud and nonwaivable-law treatment. No indemnity or liability cap applies by default.

2.6 Governing law and forum

Virginia law governs this agreement. Subject to mandatory jurisdiction and venue, the parties select the state and federal courts serving [CITY / COUNTY], Virginia. Arbitration is excluded. Any jury waiver applies only to the fullest extent enforceable after Virginia counsel reviews the claims and selected forum.

3. EXHIBIT A — PLAN OF MERGER

Each constituent must approve the same Plan of Merger under §§ 13.1-716 and 13.1-718.

PLAN OF MERGER

1. Constituents and survivor. [TARGET] and [MERGER SUB] are Virginia domestic stock corporations. Merger Sub will merge into Target, and Target will survive.

2. Entity details. The parties' jurisdictions and entity types are:

3. Terms and conditions. The merger will occur on the terms stated in this Plan and the Transaction Agreement dated [DATE].

4. Share and acquisition-right conversion. Each issued and outstanding share and each right to acquire shares will remain outstanding, convert, exchange, or cancel exactly as follows:

5. Target articles. Target's articles of incorporation will: ☐ remain unchanged; or ☐ be amended exactly as stated in Attachment A. If restated, attach the complete restated articles.

6. Certificates and book entries. [State surrender, exchange, lost-certificate, uncertificated-share, withholding, and fractional-interest procedures.]

7. Additional provisions. [Insert all additional merger terms required by law or a constituent's articles or bylaws and any reviewed optional terms.]

8. Amendment. Before the SCC certificate becomes effective, this Plan may be amended as follows: [PROCEDURE], subject to § 13.1-716(F) and all renewed approvals the amendment requires.

9. Abandonment. Before certificate effectiveness, the merger may be abandoned, subject to contractual rights, under the procedures stated here: [PROCEDURE]. If no procedure is stated, each party acts in the manner determined by its board under § 13.1-721.1.

10. Effective time. The merger will become effective: ☐ when the SCC issues its certificate; or ☐ on [DATE] at [TIME, EASTERN], as stated in the Articles and permitted by § 13.1-606.

4. APPROVAL RECORD

4.1 Board adoption

☐ Each board adopted the same Plan and directed its submission to shareholders unless a lawful § 13.1-657(A), § 13.1-718(F), or § 13.1-718(I) route applies.

☐ The board transmitted its recommendation to approve or documented and transmitted the conflict-of-interest or special-circumstances basis for making no recommendation.

☐ Any board action without a meeting uses a consent signed by every director and delivered to the corporation's secretary under § 13.1-685.

☐ Conflicts, recusals, committees, fairness or valuation work, and fiduciary-process advice are documented separately. Statutory approval does not resolve those issues by itself.

4.2 Route A — shareholder meetings

Give notice to every shareholder, voting or nonvoting, no fewer than 25 days and no more than 60 days before the merger meeting. State that a meeting purpose is to consider the Plan and include or accompany the notice with:

☐ the complete Plan or a summary;

☐ if a constituent will merge into existing Target and its shareholders will receive Target shares or rights to receive them, Target's articles and bylaws or summaries;

☐ the corporation's position on appraisal-right availability, the Article 15 copy when rights are or may be available, and the financial statements required by § 13.1-732; and

☐ any additional disclosure required by applicable securities, fiduciary, charter, bylaw, contract, or court-made law.

Unless a greater requirement applies, each voting group entitled to vote separately must approve by more than two-thirds of all votes entitled to be cast by that group. If the articles set a lesser threshold, confirm it is not below a majority of votes cast by the group at a meeting where its quorum exists.

Except as the articles otherwise provide, each class or series whose shares will be converted or eliminated votes separately. Also identify every class or series entitled to vote separately because a Plan provision would require a separate vote if placed in an articles amendment or because the articles grant a separate merger vote.

4.3 Route B — shareholder action without a meeting

Unanimous route — § 13.1-657(A). All shareholders entitled to vote sign dated consents describing the action and deliver them to the corporation's secretary. This route may act without separate board action under the statute, but document the Plan, recommendation, conflicts, fiduciary process, and filing authority Virginia counsel concludes remain necessary for the transaction.

Articles-authorized partial-consent route — § 13.1-657(B). Use only if the articles expressly authorize less-than-unanimous written consent and every applicable public-corporation restriction and articles/bylaw condition is satisfied. Before holders of more than 10% of any entitled voting group sign, the secretary must have held the consent form for at least 10 days. Obtain any required board approval and signatures from holders carrying at least the minimum votes required if all shares of each group were present and voted.

For either consent route:

☐ date every consent and deliver it to the secretary for the corporate records;

☐ collect sufficient consents within 60 days after the earliest delivered consent was signed;

☐ give required nonvoting shareholders notice within 10 days after sufficient consents are delivered or later tabulated;

☐ for a partial-consent route, give nonconsenting voting shareholders the same 10-day post-consent notice; and

☐ coordinate solicitation and post-consent notices with §§ 13.1-732 and 13.1-733 appraisal requirements.

4.4 Target survivor no-vote route — § 13.1-718(F)

Do not omit Target shareholder approval merely because Target survives. Unless Target's articles require approval, attach a memorandum confirming every condition:

☐ Target will survive.

☐ Target's articles will not change except for an amendment permitted by § 13.1-706.

☐ Every pre-effective Target shareholder will hold the same number of shares with identical preferences, limitations, and rights immediately afterward.

☐ Target shares entitled to vote unconditionally in director elections that are outstanding immediately after the merger, plus such voting shares issuable from merger securities, options, rights, and warrants, will not exceed by more than 20% the total Target shares outstanding immediately before the merger.

This exception applies only to Target. Merger Sub still requires shareholder approval unless a separate lawful route applies. Do not add a participating-share test that Virginia law does not contain.

4.5 No-issued-shares, owner-liability, and abandonment controls

If a corporation has not issued shares and its articles do not provide otherwise, its board may adopt and approve the Plan without shareholder action under § 13.1-718(I). Confirm the stock ledger, subscription, option, warrant, and issuance record before relying on this route.

If the merger would make any shareholder subject to new interest-holder liability, obtain that shareholder's separate transaction-specific written consent under § 13.1-718(J), unless Virginia counsel confirms the narrow substantially-identical-liability exception. A conventional stock-corporation merger ordinarily should not create that result; investigate any contrary fact.

After Articles are filed but before the SCC certificate becomes effective, abandonment requires a statement signed by all parties and delivered before the effective time. Retain the SCC certificate of abandonment and address contractual consequences separately.

5. VIRGINIA APPRAISAL AND FAIR-VALUE WORKFLOW

5.1 Eligibility under §§ 13.1-729 and 13.1-730

For a merger under this packet, appraisal rights generally attach when shareholder approval is required under § 13.1-718. Rights also attach to a qualifying tender-offer merger outside this packet, but not to shares of a class or series that remain outstanding after the merger. The Target survivor no-vote route under § 13.1-718(F) ordinarily creates no statutory merger appraisal right for Target shareholders, subject to rights provided by the articles, bylaws, or board resolution.

Do not promise rights for shares that fall within § 13.1-730(B)'s market-out rule, including covered securities, qualifying organized-market shares with at least 2,000 shareholders and $20 million market value under the statutory calculation, or qualifying redeemable open-end-fund shares. The market-out does not apply when holders must accept nonqualifying consideration or the merger is an interested transaction. Check any preferred-share limitation in the articles separately.

“Fair value” is measured immediately before effectiveness, uses customary and current valuation concepts and techniques for similar businesses in the transaction context, and generally does not discount for lack of marketability or minority status. Do not promise a valuation, interest rate, fee award, cost allocation, or litigation result.

5.2 Rights notice and preservation

At the meeting-notice stage, state the corporation's position on appraisal rights. If rights are or may be available, include Article 15 and the annual and latest available quarterly financial statements required by § 13.1-732.

For a consent route, give the same position statement, Article 15 copy, and required financial material when consent is first solicited and with the post-consent notice to nonconsenting and nonvoting shareholders.

Meeting route: before the vote, the shareholder must deliver written notice of intent to demand payment and must not vote or permit the affected shares to be voted in favor.

Consent route: before effectiveness, the shareholder generally must deliver written notice of intent and must not sign a consent in favor for the affected shares. The pre-effective intent notice is excused when the § 13.1-732(C) rights notice was given fewer than 25 days before effectiveness.

5.3 Post-effective appraisal notice and form

No earlier than effectiveness and no later than 10 days afterward, deliver the § 13.1-734 appraisal notice and form to each shareholder who preserved rights. The notice must:

☐ provide the statutory acquisition-date and no-favorable-vote/consent certifications;

☐ state where the form and certificated shares must be delivered;

☐ set the form deadline no fewer than 40 and no more than 60 days after notice delivery;

☐ state the corporation's fair-value estimate;

☐ promise the returned-form shareholder and share counts within 10 days after the deadline if requested in writing;

☐ set a withdrawal-notice deadline within 20 days after the form deadline; and

☐ include a copy of Article 15.

The shareholder must timely return the signed form and deposit any required certificated shares. After doing so, the shareholder loses shareholder rights unless a timely withdrawal is made under § 13.1-735.1. A later withdrawal requires the corporation's written consent.

5.4 Payment, supplemental demand, and valuation action

Except for after-acquired shares governed by § 13.1-738, pay in cash the corporation's fair-value estimate plus interest within 30 days after the form deadline. Include the required financial statements, estimate, and supplemental-demand statement.

A shareholder disputing the payment or an after-acquired-share offer must deliver the shareholder's written estimate and demand within 30 days after receiving the payment or offer.

If a § 13.1-739 demand remains unsettled, the corporation must commence the valuation proceeding within 60 days after receiving the demand or pay the demanded amount plus interest. File in the circuit court of the city or county of the corporation's Virginia principal office or, if none, its registered office. There is no jury right. Section 13.1-741 governs costs, expenses, fee shifting, and direct suits for required payments.

6. ARTICLES OF MERGER, SCC FILING, AND EFFECT

6.1 Custom Articles under § 13.1-720 and SCC720

Prepare the Articles as a separate document; do not file a completed or marked-up SCC720 guide. The Articles must include the entire Plan and state:

☐ each party's exact name, jurisdiction of formation, entity type, and the survivor;

☐ the date the Plan was adopted or approved by each Virginia corporation;

☐ for shareholder-approved corporations, either unanimous shareholder consent or submission by the board and approval in the manner required by the Act and articles;

☐ for each corporation not requiring shareholder approval, board approval and the reason shareholder approval was not required;

☐ every approved Target-articles amendment or complete restated articles attachment; and

☐ every authorized signature, printed name, title, date, corporation SCC ID, and useful contact detail requested by the current guide.

The current SCC720 guide requests voting-group designations, outstanding shares, votes entitled, and either votes for and against or undisputed votes for when approval was obtained at a meeting. Reconcile every recital and number against the stock ledger, minutes, consents, voting-group table, and no-vote memorandum before signing.

The Articles are signed on behalf of each party. Target, as survivor, delivers them to the SCC. If the SCC finds legal compliance and payment of required fees, it issues the certificate of merger.

6.2 Current official fee and filing method

Va. Code § 13.1-616 sets a $25 filing fee for Articles of Merger. The SCC720 guide revised 01/26 also displays a charter-fee schedule, so confirm whether any new or amended authorized-share structure creates an additional charter fee. Pay all due fees and penalties before filing.

The guide permits online filing through the SCC Clerk's Information System and paper filing using the custom document. Recheck the live guide, filing route, payment method, entity status, effective-time entry, signature rules, attachments, and fees immediately before submission.

6.3 Effectiveness and statutory effect

Under § 13.1-606, the SCC certificate ordinarily becomes effective when issued. Articles may select a later effective date and time, but no later than 11:59 p.m. on the fifteenth day after certificate issuance; an unstated time on a delayed date means 12:01 a.m., and delayed times are Eastern time.

Under § 13.1-721, Target continues; Merger Sub's separate existence ceases; constituent property and contract rights vest in Target without transfer, reversion, or impairment; debts, obligations, and liabilities become Target's; proceedings continue or may substitute Target; Target's articles and bylaws are amended as the Plan provides; and shares convert under the Plan, subject to Article 15 rights.

7. CLOSING RECORD

☐ Executed Transaction Agreement and completed Schedules 2-7

☐ Board-approved Plan and Target articles/bylaws amendment attachments

☐ Board records and shareholder meeting or consent records

☐ Target § 13.1-718(F) no-vote memorandum, if used

☐ Section 13.1-718(I) no-issued-shares memorandum, if used

☐ Appraisal eligibility analysis, notices, forms, demands, certificates, payments, financial statements, and court calendar

☐ Executed custom Articles of Merger and all attachments

☐ SCC filing receipt, certificate, and effective-time evidence

☐ Consideration exchange and withholding ledger

☐ Tax, payroll, permits, licenses, title, contracts, accounts, benefits, insurance, foreign-registration, and records-retention workplan

SOURCES AND REFERENCES

• Virginia Code § 13.1-716 — Merger and plan contents
• Virginia Code § 13.1-718 — Action on a plan
• Virginia Code § 13.1-720 — Articles of merger
• Virginia Code §§ 13.1-721 and 13.1-721.1 — Effect and abandonment
• Virginia Code § 13.1-657 — Shareholder action without meeting
• Virginia Code § 13.1-658 — Meeting notice
• Virginia Code Article 15 — Appraisal rights
• Virginia SCC — Stock Corporation Forms and Fees
• Virginia SCC — SCC720 Guide for Articles of Merger

Virginia merger, approval, consent, appraisal, filing-fee, effectiveness, and successor-effect rules were verified against current official Code pages dated 2026-07-30 and the official SCC720 guide revised 01/26. The amendment scan located 2026 Chapter 892, effective July 1, 2026; the current Code compilation incorporates it, including in § 13.1-616. Recheck enacted and pending legislation, SCC guide revision, filing instructions, charter-fee applicability, and filing fees immediately before use.