13.1-1261 - Articles of merger. - Virginia Statutes

§ 13.1-1261. Articles of merger.

A. After a plan of merger is approved by each party to the merger, thesurviving business trust or other surviving business entity shall file withthe Commission articles of merger executed by each party to the mergersetting forth:

1. The name and jurisdiction of formation or organization of each of thebusiness trusts or other business entities planning to merge and, as to eachforeign entity, the date of its formation, and whether it is authorized to dobusiness in this Commonwealth;

2. That an agreement of merger has been approved and executed by each of thebusiness trusts or other business entities planning to merge in the mannerrequired by its governing instrument, articles of trust, articles ofincorporation or charter, articles of organization or formation, certificateof limited partnership or other constituent documents and by the laws of thejurisdiction where it is organized;

3. The name of the successor business trust or other business entity;

4. Any amendment to the articles of incorporation or charter, certificate oflimited partnership, articles of organization or formation of a limitedliability company, articles of trust or governing instrument of the successorto be effected as part of the merger;

5. The manner and basis of converting or exchanging issued shares of stock ofthe merging corporations, outstanding partnership interests of the merginggeneral partnerships, outstanding partnership interests of the merginglimited partnerships, outstanding membership interests of the merging limitedliability companies, or shares of beneficial interest of the merging businesstrusts into different shares of stock of a corporation, partnership interestsof a general partnership, partnership interests of a limited partnership,membership interests of a limited liability company, shares of beneficialinterest of a business trust, or other consideration, and the treatment ofany issued shares of stock of the merging corporations, partnership interestsof the merging general partnerships, partnership interests of the merginglimited partnerships, membership interests of the merging limited liabilitycompanies, or shares of beneficial interest of the merging business trustsnot to be converted or exchanged;

6. That the executed agreement of merger is on file at the principal place ofbusiness of the successor business trust or other business entity, and shallstate the address of that principal place of business; and

7. That a copy of the agreement of merger will be furnished by the successorbusiness trust or other business entity, on request and without cost, to anybeneficial owner of any business trust or any person holding an interest inany other business entity that is a party to the merger.

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 § 13.1-1203.

D. A certificate of merger shall act as a certificate of cancellation asdescribed in § 13.1-1238 for a domestic business trust that is not thesurviving party to the merger, and such business trust's existence shall becanceled upon the effective date of the certificate of merger.

(2002, c. 621; 2003, c. 373; 2008, c. 101.)