50-73.48:1 - Merger - Virginia Statutes

§ 50-73.48:1. Merger.

A. Pursuant to a written plan of merger, a domestic limited partnership thathas filed a certificate of limited partnership with the Commission that isnot canceled may merge with one or more domestic or foreign partnerships,limited partnerships, limited liability companies, business trusts orcorporations if:

1. The merger is not prohibited by the partnership agreement of any domesticlimited partnership that is a party to the merger, and each domestic limitedpartnership party to the merger approves the plan of merger in accordancewith § 50-73.48:2 and complies with the terms of its partnership agreement;

2. Each domestic partnership that is a party to the merger complies with theapplicable provisions of Article 9 (§ 50-73.124 et seq.) of Chapter 2.2 ofthis title;

3. Each domestic limited liability company that is a party to the mergercomplies with the applicable provisions of Article 13 (§ 13.1-1070 et seq.)of Chapter 12 of Title 13.1;

4. Each domestic business trust that is a party to the merger complies withthe applicable provisions of Article 11 (§ 13.1-1257 et seq.) of Chapter 14of Title 13.1;

5. Each domestic corporation that is a party to the merger complies with theapplicable provisions of Article 12 (§ 13.1-715.1 et seq.) of Chapter 9 ofTitle 13.1;

6. The merger is permitted by the laws under which each foreign partnership,limited partnership, foreign limited liability company, foreign businesstrust, and foreign corporation party to the merger is formed, organized orincorporated, and each such foreign partnership, limited partnership, limitedliability company, business trust or corporation complies with those laws ineffecting the merger; and

7. No partner of a domestic limited partnership that is a party to the mergerwill, as a result of the merger, become personally liable for the liabilitiesor obligations of any other person or entity unless that partner approves theplan of merger or otherwise consents to becoming personally liable.

B. The plan of merger shall set forth:

1. The name of each domestic or foreign limited partnership, limitedliability company, business trust or corporation planning to merge and thename of the surviving domestic or foreign partnership, limited partnership,limited liability company, business trust or corporation into which eachother domestic or foreign partnership, limited partnership, limited liabilitycompany, business trust or corporation plans to merge;

2. The name of the state or country under whose law each domestic or foreignpartnership, limited partnership, limited liability company, business trustor corporation planning to merge is formed, organized or incorporated and thename of the state or country of formation, organization or incorporation ofthe surviving domestic or foreign partnership, limited partnership, limitedliability company, business trust or corporation;

3. The terms and conditions of the merger; and

4. The manner and basis of converting the partnership interests of eachdomestic partnership or limited partnership, the membership interests of eachdomestic limited liability company, the shares of beneficial interest of eachdomestic business trust, and the shares of each domestic corporation party tothe merger into partnership interests, membership interests, shares ofbeneficial interest, shares, obligations or other securities of the survivingor any other domestic or foreign partnership, limited partnership, limitedliability company, business trust, or corporation or into cash or otherproperty in whole or in part, and the manner and basis of converting rightsto acquire the partnership interests of each domestic partnership or limitedpartnership, the membership interests of each domestic limited liabilitycompany, the shares of beneficial interest of each domestic business trust,and the shares of each domestic corporation party to the merger into rightsto acquire partnership interests, membership interests, shares of beneficialinterest, shares, obligations or other securities of the surviving or anyother domestic or foreign partnership, limited partnership, limited liabilitycompany, business trust or corporation or into cash or other property inwhole or in part.

C. The plan of merger may set forth:

1. If a domestic limited partnership is to be the surviving entity,amendments to the certificate of limited partnership or partnership agreementof that limited partnership;

2. If the merger is not to be effective upon the issuance of the certificateof merger described in subsection C of § 50-73.48:3 by the Commission, thefuture effective date or time of the merger; and

3. Other provisions relating to the merger.

(1992, c. 575; 1997, c. 190; 2003, c. 340; 2005, c. 765; 2007, c. 631.)