13.1-1250 - Merger of foreign business trust registered to transact business in Commonwealth. - Virginia Statutes

§ 13.1-1250. Merger of foreign business trust registered to transact businessin Commonwealth.

A. Whenever a foreign business trust registered to transact business in thisCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under whose laws it is organized, and that business trustis the surviving entity of the merger, it shall, within 30 days after themerger becomes effective, file with the Commission a copy of the instrumentof merger duly authenticated by the secretary of state or other officialhaving custody of business trust records in the state or other jurisdictionunder whose laws the merger was effected. However, the filing shall not berequired when a foreign business trust merges with a domestic corporation,limited liability company, limited partnership, business trust, orpartnership; the foreign business trust's articles of trust or otherconstituent documents are not amended by the merger; and the articles orstatement of merger filed on behalf of the domestic corporation, limitedliability company, limited partnership, business trust, or partnershippursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131contains a statement that the merger is permitted under the laws of the stateor other jurisdiction in which the foreign business trust is formed and thatthe foreign business trust has complied with that law in effecting the merger.

B. Whenever a foreign business trust registered to transact business in thisCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under the laws of which it is organized, and that businesstrust is not the surviving entity of the merger, the surviving entity shall,if not continuing to transact business in this Commonwealth, within 30 daysafter such merger becomes effective, deliver to the Commission a copy of theinstrument of merger duly authenticated by the secretary of state or otherofficial having custody of business trust records in the state or otherjurisdiction under whose laws the merger was effected, and comply on behalfof the predecessor business trust with the provisions of § 13.1-1246. If thesurviving entity is to continue to transact business in this Commonwealth andhas not received a certificate of authority to transact business in thisCommonwealth or registered as a foreign business entity it shall, within 30days after the merger becomes effective, deliver to the Commission anapplication (i) if a foreign business trust, for registration as a foreignbusiness trust, (ii) if a foreign limited liability company, for registrationas a foreign limited liability company, (iii) if a foreign limitedpartnership, for registration as a foreign limited partnership or (iv) if aforeign corporation, for a certificate of authority to transact business inthis Commonwealth, together with a duly authenticated copy of the instrumentof merger and also a copy of its articles of trust, articles of organization,certificate of limited partnership or articles of incorporation and allamendments thereto, duly authenticated by the secretary of state or otherofficial having custody of the business trust, limited liability company,limited partnership or corporate records in the state or other jurisdictionunder whose laws it is organized, formed or incorporated.

C. Upon the merger of a foreign business trust with one or more foreignbusiness trusts, limited liability companies, limited partnerships orcorporations, all property in this Commonwealth owned by any of the businesstrusts, limited liability companies, limited partnerships or corporationsshall pass to the surviving business trust, limited liability company,limited partnership or corporation except as otherwise provided by the lawsof the jurisdiction by which it is governed, but only from and after the timewhen a duly authenticated copy of the instrument of merger is filed with theCommission.

(2002, c. 621; 2008, c. 101.)