50-73.57:2 - Merger of foreign limited partnership registered to transact business in Commonwealth - Virginia Statutes

§ 50-73.57:2. Merger of foreign limited partnership registered to transactbusiness in Commonwealth.

A. Whenever a foreign limited partnership that is registered to transactbusiness in the Commonwealth is a party to a merger permitted by the laws ofthe state or other jurisdiction under whose laws it is formed, and thatlimited partnership is the surviving entity of the merger, it shall, within30 days after the merger becomes effective, file with the Commission a copyof the instrument of merger duly authenticated by the Secretary of State orother official having custody of limited partnership records in the state orother jurisdiction under whose laws the merger was effected. However, thefiling shall not be required when a foreign limited partnership merges with adomestic corporation, limited liability company, limited partnership,business trust, or partnership; the foreign limited partnership's certificateof limited partnership or, if there is no such certificate, partnershipagreement or other constituent document, is not amended by the merger; andthe articles or statement of merger filed on behalf of the domesticcorporation, limited liability company, limited partnership, business trust,or partnership pursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or50-73.131 contains a statement that the merger is permitted under the laws ofthe state or other jurisdiction in which the foreign limited partnership isformed and that the foreign limited partnership has complied with that law ineffecting the merger.

B. Whenever a foreign limited partnership that is registered to transactbusiness in the Commonwealth is a party to a merger permitted by the laws ofthe state or other jurisdiction under the laws of which it is formed, andthat limited partnership is not the surviving entity of the merger, thesurviving partnership, limited partnership, limited liability company,business trust, or corporation shall, if not continuing to transact businessin the Commonwealth, within 30 days after the merger becomes effective,deliver to the Commission a copy of the instrument of merger dulyauthenticated by the Secretary of State or other official having custody oflimited partnership records in the state or other jurisdiction under whoselaws the merger was effected, and comply in behalf of the predecessor limitedpartnership with § 50-73.58. If a surviving business trust, registeredlimited liability partnership, limited partnership, limited liability companyor corporation is to continue to transact business in the Commonwealth andhas not registered with the Commission as a foreign registered limitedliability partnership under § 50-73.138, as a foreign limited partnershipunder § 50-73.54, as a foreign business trust under § 13.1-1242, or as aforeign limited liability company under § 13.1-1052 or received a certificateof authority to transact business in the Commonwealth as a foreigncorporation, as the case may be, it shall, within 30 days after the mergerbecomes effective, deliver to the Commission an application, if a foreignregistered limited liability partnership, for registration as a foreignregistered limited liability partnership, if a foreign limited partnership,for registration as a foreign limited partnership, if a foreign limitedliability company, for registration as a foreign limited liability company,if a foreign business trust, for registration as a foreign business trust,or, if a foreign corporation, for a certificate of authority to transactbusiness in the Commonwealth, together with a duly authenticated copy of theinstrument of merger and also a copy of its partnership certificate,statement of registered limited liability partnership, certificate of limitedpartnership, articles of organization, articles of trust, or articles ofincorporation and all amendments thereto, duly authenticated by the Secretaryof State or other official having custody of registered limited liabilitypartnership, limited partnership, limited liability company, business trust,or corporate records in the state or other jurisdiction under whose laws itis formed, organized, registered, or incorporated.

C. Upon the merger of a foreign limited partnership with one or more foreignpartnerships, limited partnerships, limited liability companies, businesstrusts, or corporations, all property in the Commonwealth owned by theforeign limited partnership shall pass to the surviving foreign partnership,limited partnership, limited liability company, business trust, orcorporation except as otherwise provided by the laws of the state or otherjurisdiction by which it is governed, but only from and after the time when aduly authenticated copy of the instrument of merger is filed with theCommission.

(1992, c. 575; 1997, c. 190; 2004, c. 274; 2008, c. 586.)