13.1-545.1 - Merger with foreign professional corporation or foreign professional limited liability company. - Virginia Statutes

§ 13.1-545.1. Merger with foreign professional corporation or foreignprofessional limited liability company.

Any corporation organized under this chapter may merge with one or moreforeign professional corporations that have obtained a certificate ofauthority to transact business in the Commonwealth pursuant to § 13.1-544.2,or one or more foreign professional limited liability companies that haveobtained a certificate of registration to transact business in theCommonwealth pursuant to § 13.1-1105, only if the professional corporationsand the professional limited liability companies are organized to render thesame professional service, provided that (i) the merger is permitted by thelaws of the jurisdiction under which each such foreign professionalcorporation or foreign professional limited liability company is organized,(ii) if the surviving or new professional business entity is a professionalcorporation organized and operating under the laws of the Commonwealth, allof its shareholders shall be licensed or otherwise legally authorized torender the same professional service as the corporation, provided that ifsuch service is that of architects, professional engineers, land surveyors orcertified landscape architects, or any combination thereof, at leasttwo-thirds of its shares shall be held by individuals who are licensed orotherwise legally authorized within the Commonwealth to render the applicableservice, and (iii) if the surviving or new professional business entity is aprofessional limited liability company organized and operating under the lawsof the Commonwealth, all of its members and managers shall be licensed orotherwise legally authorized to render the same professional service as theprofessional limited liability company, provided that if such service is thatof architects, professional engineers, land surveyors or certified landscapearchitects, or any combination thereof, at least two-thirds of its membershipinterests shall be held by individuals or professional business entities thatare licensed or otherwise legally authorized within the Commonwealth torender the applicable service.

(1978, c. 674; 1987, c. 425; 1994, c. 349; 2008, c. 509.)