2006 Code of Virginia § 13.1-1250 - Merger of foreign business trust registered to transact business in Commonwealth

13.1-1250. Merger of foreign business trust registered to transact businessin Commonwealth.

A. Whenever a foreign business trust registered to transact business in thisCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under whose laws it is organized, and that business trustis the surviving entity of the merger, it shall, within thirty days after themerger becomes effective, file with the Commission a copy of the instrumentof merger duly authenticated by the secretary of state or other officialhaving custody of business trust records in the state or other jurisdictionunder whose laws the merger was effected.

B. Whenever a foreign business trust registered to transact business in thisCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under the laws of which it is organized, and that businesstrust is not the surviving entity of the merger, the surviving entity shall,if not continuing to transact business in this Commonwealth, within thirtydays after such merger becomes effective, deliver to the Commission a copy ofthe instrument of merger duly authenticated by the secretary of state orother official having custody of business trust records in the state or otherjurisdiction under whose laws the merger was effected, and comply on behalfof the predecessor business trust with the provisions of 13.1-1246. If thesurviving entity is to continue to transact business in this Commonwealth andhas not received a certificate of authority to transact business in thisCommonwealth or registered as a foreign business entity it shall, withinthirty days after the merger becomes effective, deliver to the Commission anapplication (i) if a foreign business trust, for registration as a foreignbusiness trust, (ii) if a foreign limited liability company, for registrationas a foreign limited liability company, (iii) if a foreign limitedpartnership, for registration as a foreign limited partnership or (iv) if aforeign corporation, for a certificate of authority to transact business inthis Commonwealth, together with a duly authenticated copy of the instrumentof merger and also a copy of its articles of trust, articles of organization,certificate of limited partnership or articles of incorporation and allamendments thereto, duly authenticated by the secretary of state or otherofficial having custody of the business trust, limited liability company,limited partnership or corporate records in the state or other jurisdictionunder whose laws it is organized, formed or incorporated.

C. Upon the merger of a foreign business trust with one or more foreignbusiness trusts, limited liability companies, limited partnerships orcorporations, all property in this Commonwealth owned by any of the businesstrusts, limited liability companies, limited partnerships or corporationsshall pass to the surviving business trust, limited liability company,limited partnership or corporation except as otherwise provided by the lawsof the jurisdiction by which it is governed, but only from and after the timewhen a duly authenticated copy of the instrument of merger is filed with theCommission.

(2002, c. 621.)