50-73.48:3 - Articles of merger - Virginia Statutes

§ 50-73.48:3. Articles of merger.

A. After a plan of merger is approved by each domestic or foreign limitedpartnership, limited liability company, business trust or corporation that isa party to the merger, the surviving domestic or foreign partnership, limitedpartnership, limited liability company, business trust or corporation shallfile with the Commission articles of merger executed by each party to themerger setting forth:

1. The plan of merger;

2. If the surviving entity of the merger is a foreign limited liabilitypartnership not registered with the Commission pursuant to § 50-73.138, aforeign limited partnership without a certificate of registration issued bythe Commission pursuant to § 50-73.54, a foreign limited liability companywithout a certificate of registration issued by the Commission pursuant to §13.1-1052, a foreign business trust without a certificate of registrationissued by the Commission pursuant to § 13.1-1242 or a foreign corporationwithout a certificate of authority issued by the Commission pursuant to §13.1-759, the address, including street and number, if any, of its principaloffice under the laws of the jurisdiction in which it was formed, organizedor incorporated;

3. A statement that the plan of merger was adopted by each domesticpartnership party to the merger in accordance with § 50-73.128, each domesticlimited partnership party to the merger in accordance with § 50-73.48:2, eachdomestic business trust party to the merger in accordance with § 13.1-1258,and by each domestic limited liability company party to the merger inaccordance with § 13.1-1071; and

4. If a domestic corporation is a party to the merger, any additionalinformation required by § 13.1-720.

B. If a foreign partnership, limited partnership, limited liability company,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 partnership, limited partnership orbusiness trust is formed, the limited liability company is organized or thecorporation is incorporated and that the foreign partnership, limitedpartnership, limited liability company, 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, which shall become effective pursuant to theprovisions of subsection C of § 50-73.17.

D. A certificate of merger shall act as a certificate of cancellation asdescribed in § 50-73.52:4 for a domestic limited partnership that is not thesurviving party to the merger, and such limited partnership's existence shallbe canceled upon the effective time and date of the certificate of merger.

(1992, c. 575; 1997, c. 190; 2003, cc. 340, 597; 2004, c. 274; 2007, c. 631;2008, c. 586.)