2006 Code of Virginia § 13.1-1072 - Articles of merger

13.1-1072. Articles of merger.

A. After a plan of merger is approved by each domestic or foreign limitedliability company, partnership, limited partnership, business trust orcorporation party to the merger, the surviving domestic or foreign limitedliability company, partnership, limited partnership, business trust orcorporation shall file with the Commission articles of merger executed byeach party to the merger setting forth:

1. The plan of merger;

2. If the surviving entity of the merger is a foreign limited liabilitycompany not registered with the Commission under 13.1-1052, a foreignlimited partnership not registered with the Commission under 50-73.54, aforeign registered limited liability partnership not registered with theCommission under 50-73.138, a foreign business trust not registered withthe Commission under 13.1-1242, or a foreign corporation without acertificate of authority issued by the Commission under 13.1-759, theaddress, including street and number, if any, of its principal office underthe laws of the jurisdiction in which it was organized, formed orincorporated;

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

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

B. If a foreign limited liability company, partnership, limited partnership,business trust or corporation is a party to the merger, the articles ofmerger may contain a statement that the merger is permitted by the state orother jurisdiction under whose law that limited liability company isorganized, that partnership, limited partnership or business trust is formedor that corporation is incorporated and that the foreign limited liabilitycompany, partnership, limited partnership, business trust or corporation hascomplied with that law in effecting the merger. If such a statement isincluded in the articles of merger, the surviving partnership, limitedpartnership, limited liability company, business trust or corporation shallnot be required to file with the Commission any copy of a duly authenticatedinstrument of merger that would otherwise be required pursuant to 13.1-766.1, 13.1-1060, 13.1-1250 or 50-73.57:2.

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. The certificate of merger shall become effectivewhen issued unless the plan of merger specifies a future effective date, inwhich case the certificate of merger shall be effective on the earlier of (i)that date or (ii) the date that is 15 days after the date on which theCommission issues the certificate of merger.

D. A certificate of merger shall act as a certificate of cancellation asdescribed in 13.1-1050 for a domestic limited liability company that is notthe surviving entity of the merger, and that limited liability company'scertificate of organization shall be canceled upon the effective date of thecertificate of merger.

(1992, c. 575; 1993, c. 113; 1997, c. 190; 2003, cc. 340, 597; 2004, c. 274.)