50-73.128 - Merger of partnerships. - Virginia Statutes

§ 50-73.128. Merger of partnerships.

A. Pursuant to a written plan of merger approved as provided in subsection C,a partnership may be merged with one or more domestic or foreignpartnerships, limited partnerships, limited liability companies, businesstrusts, or corporations if:

1. The merger is not prohibited by the partnership agreement of any domesticpartnership that is a party to the merger, and each domestic partnershipparty to the merger approves the plan of merger in accordance with subsectionC and complies with the terms of its partnership agreement;

2. Each domestic limited partnership that is a party to the merger complieswith the applicable provisions of Article 7.1 (§ 50-73.48:1 et seq.) ofChapter 2.1 of this 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 orArticle 11 (§ 13.1-894 et seq.) of Chapter 10 of Title 13.1; and

6. The merger is permitted by the laws under which each foreign limitedliability company, foreign partnership, foreign limited partnership, foreignbusiness trust, and foreign corporation party to the merger is organized,formed or incorporated, and each such foreign limited liability company,partnership, limited partnership, business trust, or corporation complieswith those laws in effecting the merger.

B. The plan of merger shall set forth:

1. The name of each partnership, limited partnership, limited liabilitycompany, business trust, or corporation that is a party to the merger;

2. The name of the surviving entity into which the other partnerships,limited partnerships, limited liability companies, business trusts, orcorporations will merge;

3. Whether the surviving entity is a partnership, a limited partnership, alimited liability company, a business trust, or a corporation and the statusof each partner;

4. The terms and conditions of the merger;

5. The manner and basis of converting the interests of each party to themerger into interests or obligations of the surviving entity, or into moneyor other property in whole or part; and

6. The street address of the surviving entity's principal office.

C. The plan of merger shall be approved:

1. In the case of a partnership that is a party to the merger, by all of thepartners, or a number or percentage specified for merger in the partnershipagreement; and

2. In the case of a limited partnership that is a party to the merger, by thevote required for approval of a merger by the law of the state or foreignjurisdiction in which the limited partnership is organized and, in theabsence of such a specifically applicable law, by all of the partners,notwithstanding a provision to the contrary in the partnership agreement.

D. After a plan of merger is approved and before the merger takes effect, theplan may be amended or abandoned as provided in the plan.

E. The merger takes effect on the later of:

1. The approval of the plan of merger by all parties to the merger, asprovided in subsection C;

2. The filing of all documents required by law to be filed as a condition tothe effectiveness of the merger; or

3. Any later effective date stated pursuant to subsection J of § 50-73.83 ina statement of merger filed pursuant to § 50-73.131 or, if no statement ofmerger is filed, any effective date specified in the plan of merger.

(1996, c. 292; 2000, c. 58; 2003, c. 340; 2005, c. 765; 2007, c. 631.)