13.1-766.1 - Merger of foreign corporation authorized to transact business in Commonwealth. - Virginia Statutes

§ 13.1-766.1. Merger of foreign corporation authorized to transact businessin Commonwealth.

A. Whenever a foreign corporation authorized to transact business in theCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under whose laws it is incorporated, and such corporationis the surviving entity of the merger, it shall, within 30 days after suchmerger becomes effective, file with the Commission a copy of the instrumentof merger duly authenticated by the Secretary of State or other officialhaving custody of corporate records in the state or other jurisdiction underwhose laws such merger was effected; however, the filing shall not berequired when a foreign corporation merges with a domestic corporation oreligible entity, the foreign corporation's articles of incorporation are notamended by said merger, and the articles or statement of merger filed onbehalf of the domestic corporation or eligible entity pursuant to § 13.1-720,13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131 contains a statement that themerger is permitted under the laws of the state or other jurisdiction inwhich the foreign corporation is incorporated and that the foreigncorporation has complied with that law in effecting the merger.

B. Whenever a foreign corporation authorized to transact business in theCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under the laws of which it is incorporated, and suchcorporation is not the surviving entity of the merger or, whenever such aforeign corporation is a party to a consolidation so permitted, the survivingor resulting domestic or foreign corporation, limited liability company,business trust, partnership or limited partnership shall, if not continuingto transact business in the Commonwealth, within 30 days after such merger orconsolidation becomes effective, deliver to the Commission a copy of theinstrument of merger or consolidation duly authenticated by the Secretary ofState or other official having custody of corporate records in the state orother jurisdiction under whose laws such merger or consolidation waseffected, and comply in behalf of the predecessor corporation with theprovisions of § 13.1-767. If a surviving or resulting corporation or limitedliability company, business trust, registered limited liability partnershipor limited partnership is to continue to transact business in theCommonwealth and has not received a certificate of authority to transactbusiness in the Commonwealth or registered as a foreign limited liabilitycompany under § 13.1-1052, as a foreign business trust under § 13.1-1242, asa foreign registered limited liability partnership under § 50-73.138, or as aforeign limited partnership under § 50-73.54, then, within such 30 days, itshall deliver to the Commission an application, if a foreign corporation, fora certificate of authority to transact business in the Commonwealth, if aforeign limited liability company, for registration as a foreign limitedliability company, if a foreign business trust, for registration as a foreignbusiness trust, if a foreign registered limited liability partnership, forregistration as a foreign registered limited liability partnership, or, if aforeign limited partnership, for registration as a foreign limitedpartnership, together with a duly authenticated copy of the instrument ofmerger or consolidation and also, in case of a merger, a copy of its articlesof incorporation, certificate of limited partnership, partnershipcertificate, statement of registered limited liability partnership, articlesof trust, or articles of organization and all amendments thereto, dulyauthenticated by the Secretary of State or other official having custody ofcorporate, limited partnership, registered limited liability partnership,business trust, or limited liability company records in the state or otherjurisdiction under whose laws it is incorporated, formed, registered, ororganized.

C. Upon the merger or consolidation of a foreign corporation with one or moreforeign corporations, partnerships, limited partnerships, business trusts, orlimited liability companies, all property in the Commonwealth owned by any ofthe foreign corporations, partnerships, limited partnerships, businesstrusts, or limited liability companies shall pass to the surviving orresulting foreign corporation, limited liability company, business trust, orlimited partnership except as otherwise provided by the laws of the state orother jurisdiction by which it is governed, but only from and after the timewhen a duly authenticated copy of the instrument of merger or consolidationis filed with the Commission.

(1986, c. 571; 1990, c. 283; 1992, c. 575; 1997, c. 190; 2004, c. 274; 2006,c. 663.)