13.1-1072 - Articles of merger. - Virginia Statutes

§ 13.1-1072. Articles of merger.

A. After a plan of merger is approved by each domestic or foreign limitedliability company, partnership, limited partnership, business trust orcorporation party to the merger, the surviving domestic or foreign limitedliability company, partnership, limited partnership, business trust orcorporation shall file with the Commission articles of merger executed byeach party to the merger setting forth:

1. The plan of merger;

2. If the surviving entity of the merger is a foreign limited liabilitycompany not registered with the Commission under § 13.1-1052, a foreignlimited partnership not registered with the Commission under § 50-73.54, aforeign registered limited liability partnership not registered with theCommission under § 50-73.138, a foreign business trust not registered withthe Commission under § 13.1-1242, or a foreign corporation without acertificate of authority issued by the Commission under § 13.1-759, theaddress, including street and number, if any, of its principal office underthe laws of the jurisdiction in which it was organized, formed orincorporated;

3. A statement that the plan of merger was adopted by each domesticpartnership party to the merger in accordance with § 50-73.128, by eachdomestic limited liability company party to the merger in accordance with §13.1-1071, by each domestic limited partnership party to the merger inaccordance with § 50-73.48:2, and by each domestic business trust party tothe merger in accordance with § 13.1-1258; and

4. If a domestic corporation is a party to the merger, any additionalinformation required by § 13.1-720.

B. If a foreign limited liability company, partnership, limited partnership,business trust or corporation is a party to the merger, the articles ofmerger shall contain a statement that the merger is permitted by the state orother jurisdiction under whose law the limited liability company isorganized, the partnership, limited partnership or business trust is formedor the corporation is incorporated and that the foreign limited liabilitycompany, partnership, limited partnership, business trust or corporation hascomplied with that law in effecting the merger.

C. If the Commission finds that the articles of merger comply with therequirements of law and that all required fees have been paid, it shall issuea certificate of merger. The certificate of merger shall become effective asprovided in subsection D of § 13.1-1004.

D. A certificate of merger shall act as a certificate of cancellation asdescribed in § 13.1-1050 for a domestic limited liability company that is notthe surviving party to the merger, and such limited liability company'sexistence shall be canceled upon the effective date of the certificate ofmerger.

(1992, c. 575; 1993, c. 113; 1997, c. 190; 2003, cc. 340, 597; 2004, c. 274;2008, c. 108.)