13.1-1070 - Merger. - Virginia Statutes

§ 13.1-1070. Merger.

A. Pursuant to a written plan of merger, a domestic limited liability companymay merge with one or more domestic or foreign limited liability companies,partnerships, limited partnerships, business trusts or corporations if:

1. The merger is not prohibited by the articles of organization or operatingagreement of any domestic limited liability company that is a party to themerger, and each domestic limited liability company party to the mergerapproves the plan of merger in accordance with § 13.1-1071 and complies withthe terms of its articles of organization and operating agreement;

2. Each domestic partnership that is a party to the merger complies with theapplicable provisions of Article 9 (§ 50-73.124 et seq.) of Chapter 2.2 ofTitle 50;

3. Each domestic limited partnership that is a party to the merger complieswith the applicable provisions of Article 7.1 (§ 50-73.48:1 et seq.) ofChapter 2.1 of Title 50;

4. Each domestic business trust that is a party to the merger complies withthe applicable provisions of Article 11 (§ 13.1-1257 et seq.) of Chapter 14of this title;

5. Each domestic corporation that is a party to the merger complies with theapplicable provisions of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 ofthis title;

6. The merger is permitted by the laws under which each foreign limitedliability company, foreign partnership, foreign limited partnership, foreignbusiness trust, and foreign corporation party to the merger is organized,formed or incorporated, and each such foreign limited liability company,partnership, limited partnership, business trust or corporation complies withthose laws in effecting the merger; and

7. No member of a domestic limited liability company that is a party to themerger will, as a result of the merger, become personally liable for theliabilities or obligations of any other person or entity unless that memberapproves the plan of merger or otherwise consents to becoming personallyliable.

B. The plan of merger shall set forth:

1. The name of each domestic or foreign limited liability company,partnership, limited partnership, business trust or corporation planning tomerge and the name of the surviving domestic or foreign limited liabilitycompany, partnership, limited partnership, business trust or corporation intowhich each other domestic or foreign limited liability company, partnership,limited partnership, business trust or corporation plans to merge;

2. The name of the state or country under whose law each domestic or foreignlimited liability company, partnership, limited partnership, business trustor corporation planning to merge is organized, formed or incorporated and thename of the state or country of organization, formation or incorporation ofthe surviving domestic or foreign limited liability company, partnership,limited partnership, business trust or corporation;

3. The terms and conditions of the merger; and

4. The manner and basis of converting the membership interests of eachdomestic limited liability company, the shares of beneficial interest of eachdomestic business trust, the partnership interests of each domesticpartnership or limited partnership and the shares of each domesticcorporation party to the merger into membership interests, partnershipinterests, shares of beneficial interest, shares, obligations or othersecurities of the surviving or any other domestic or foreign limitedliability company, partnership, limited partnership, business trust orcorporation or into cash or other property in whole or in part, and themanner and basis of converting rights to acquire the membership interests ofeach domestic limited liability company, the partnership interests of eachdomestic partnership or limited partnership, the shares of beneficialinterest of each domestic business trust, and the shares of each domesticcorporation party to the merger into rights to acquire membership interests,partnership interests, shares of beneficial interest, shares, obligations orother securities of the surviving or any other domestic or foreign limitedliability company, partnership, limited partnership, business trust, orcorporation or into cash or other property in whole or in part.

C. The plan of merger may set forth:

1. If a domestic limited liability company is to be the surviving entity,amendments to the articles of organization or an operating agreement of thatlimited liability company;

2. If the merger is not to be effective upon the issuance of the certificateof merger described in subsection C of § 13.1-1072 by the Commission, thefuture effective date or time of the merger; and

3. Other provisions relating to the merger.

(1992, c. 575; 1997, c. 190; 2003, c. 340; 2004, c. 601; 2005, c. 765; 2008,c. 108.)