West Virginia Corporation Merger Agreement and Approval Packet
WEST VIRGINIA CORPORATION MERGER AGREEMENT AND APPROVAL PACKET
Scope gate. Use only for a negotiated merger of two existing West Virginia domestic business corporations in which [MERGER SUB] merges into [TARGET] and Target survives. Exclude foreign or other-entity constituents, short-form mergers, regulated entities, public-company structures, conversions, share exchanges, insolvency, and contested control.
Official-source transport note. Direct requests to the Legislature's per-section Code pages currently redirect away from the Code. The current text used for this packet was retrieved from those official section URLs through the approved fallback transport.
1. Transaction Classification
| Item | Information |
|---|---|
| Target / survivor | [Exact legal name], organization no. [________] |
| Merger Sub / disappearing corporation | [Exact legal name], organization no. [________] |
| Consideration | ☐ cash ☐ survivor shares ☐ other securities/property ☐ mixed |
| Classes / series affected | [________________________________] |
| Survivor articles changed | ☐ No ☐ Yes — exact text attached |
| Approval route | ☐ meetings ☐ written action if permitted ☐ survivor no-vote exception |
| Proposed filing / effective time | [__/__/____] / [________________] |
☐ Reconcile articles, bylaws, stock ledgers, voting agreements, equity awards, and board records.
☐ Inventory debt, liens, contracts, permits, employees, benefits, taxes, litigation, property, intellectual property, data, insurance, and foreign qualifications.
☐ Identify every consent and approval outside Chapter 31D.
2. Negotiated Transaction Agreement
This Transaction Agreement is made as of [DATE] between [TARGET] and [MERGER SUB]. Subject to the Plan and all required approvals, Merger Sub will merge into Target and Target will survive.
Schedule 2 states capitalization, share conversion, consideration, fractional interests, withholding, exchange mechanics, and equity-award treatment.
Schedules 3 through 5 contain selected representations, disclosure schedules, interim covenants, closing conditions, termination, expenses, remedies, and risk allocation. A contractual waiver cannot replace mandatory approval, appraisal procedure, or filing.
3. Exhibit A — Plan of Merger
Section 31D-11-1102 requires the Plan to state each merging entity and survivor, terms and conditions, share or interest conversion, survivor organizational documents or amendments, and other governing-law requirements.
PLAN OF MERGER
-
Parties and survivor. [TARGET] and [MERGER SUB] are West Virginia business corporations. [TARGET] will survive.
-
Terms and conditions. [________________________________]
-
Share treatment.
| Corporation / class or series | Outstanding | Treatment | Consideration |
|---|---|---|---|
| Target / [class or series] | [____] | [________________________________] | [________________________________] |
| Merger Sub / [class or series] | [____] | [________________________________] | [________________________________] |
-
Survivor articles. ☐ unchanged ☐ amended exactly as Attachment A.
-
Amendment limits. After shareholder approval, do not change consideration, survivor organic documents beyond permitted changes, or another term materially adverse to shareholders except as the approved Plan allows.
-
Effective time. [________________________________]
4. Approval Record
Each board adopts the Plan and submits it to shareholders unless an exception applies. Meeting notice goes to every shareholder, voting or nonvoting, states that the Plan will be considered, and includes or summarizes the Plan and relevant survivor organizational documents.
Unless a higher rule applies, a voting group has a quorum when a majority of its entitled votes are present, and action is approved when votes cast for the Plan exceed votes cast against.
| Corporation / group | Entitled votes | Quorum | For / against / abstain | Approved |
|---|---|---|---|---|
| Target / total | [____] | [____] | [____ / ____ / ____] | ☐ |
| Target / [class or series] | [____] | [____] | [____ / ____ / ____] | ☐ |
| Merger Sub / total | [____] | [____] | [____ / ____ / ____] | ☐ |
| Merger Sub / [class or series] | [____] | [____] | [____ / ____ / ____] | ☐ |
The survivor no-vote route requires survival, unchanged articles except permitted amendments, identical continuing shares, and that merger issuances do not require a vote under § 31D-6-621(f). Do not replace that cross-reference with a copied 20% formula.
☐ Any shareholder who will acquire personal liability executes the separate written consent required by § 31D-11-1104(8).
5. Appraisal Workflow
Classify each holder under § 31D-13-1302. Rights and limitations may depend on required approval, voting entitlement, whether shares remain outstanding, market and holder-count facts, consideration, interested-person facts, and preferred-share provisions.
| Holder group | Rights available? | Eligibility / exception analysis | Notice and deadline owner |
|---|---|---|---|
| Target / [class or series] | ☐ Yes ☐ No ☐ Review | [________________________________] | [________________________________] |
| Merger Sub / [class or series] | ☐ Yes ☐ No ☐ Review | [________________________________] | [________________________________] |
☐ Approval materials, pre-vote conditions, post-effective notice, demands, payments, supplemental demands, and court dates comply with Article 13.
6. Articles of Merger
After approval, execute Articles of Merger under § 31D-11-1106. The Secretary of State's current merger guidance states that the company or its representative must prepare the filing and that no standardized merger form is provided; it generally calls for Articles of Merger and the Plan.
| Filing item | Completed / evidence |
|---|---|
| Party names and effective date | [________________________________] |
| Plan of Merger | [________________________________] |
| Survivor-articles amendment or new articles | [________________________________] |
| Shareholder approval or no-vote statement | [________________________________] |
| Authorized signer(s) | [________________________________] |
| Certificate of merger and receipt | [________________________________] |
Under § 31D-11-1106, the merger takes effect upon the Secretary of State's issuance of the certificate of merger. Confirm current fees and tax or employment-clearance requirements before filing.
7. Closing and Post-Closing
☐ Final Plan matches the approved version.
☐ The certificate of merger is issued and the effective time is independently confirmed.
☐ Consideration, appraisal notices, contracts, permits, liens, tax, payroll, benefits, insurance, property, intellectual property, data, foreign qualifications, stock ledger, and minute books are completed or updated.
8. Signatures
[TARGET]
By: ________________________________________
Name / title: [________________________________]
Date: [__/__/____]
[MERGER SUB]
By: ________________________________________
Name / title: [________________________________]
Date: [__/__/____]
Sources and References
About this template
- Last updated
- August 8, 2026
- Citations checked
- August 8, 2026
- Jurisdiction
- West Virginia
- Category
- Corporate & Business
Legal authority
- W. Va. Code §§ 31D-11-1102, 31D-11-1104, and 31D-11-1106 (plan, approval, articles, and effect)
- W. Va. Code § 31D-7-725 (default quorum and voting rule)
- W. Va. Code § 31D-13-1302 and Article 13 (appraisal eligibility and procedure)
Corporate documents govern how a company makes decisions, records them, and handles disputes between owners, directors, and officers. Proper corporate paperwork is what lets a business take advantage of limited liability, pass clean audits, and survive an acquisition or investor review. Skipping formalities like written resolutions and signed consents is one of the fastest ways for a business owner to lose personal asset protection.
Not legal advice
This template is provided for informational purposes. We recommend having an attorney review any legal document before signing, especially for high-value or complex matters.
Checked against the law it cites
A reviewer verified this template's legal citations against the official source on August 8, 2026.
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