2006 Code of Virginia § 50-73.48:3 - Articles of merger

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 under 50-73.138, a foreignlimited partnership not registered with the Commission under 50-73.54, aforeign limited liability company not registered with the Commission under 13.1-1052, a foreign business trust not registered with the Commission under 13.1-1242 or a foreign corporation without a certificate of authorityissued by the Commission under 13.1-759, the address, including street andnumber, if any, of its principal office under the laws of the jurisdiction inwhich it was formed, organized or 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 may contain a statement that the merger is permitted by the state orother jurisdiction under whose law that partnership, limited partnership orbusiness trust is formed, that limited liability company is organized or thatcorporation is incorporated and that the foreign partnership, limitedpartnership, limited liability company, business trust or corporation hascomplied with that law in effecting the merger. If such a statement isincluded in the articles of merger, a surviving limited partnership, limitedliability company, business trust or corporation shall not be required tofile with the Commission any copy of a duly authenticated instrument ofmerger that would otherwise be required pursuant to 13.1-766.1, 13.1-1060,13.1-1250 or 50-73.57:2, as the case may be.

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 50-73.13 for a domestic limited partnership that is not thesurviving entity of the merger, and that partnership's certificate of limitedpartnership shall be cancelled upon the effective date of the certificate ofmerger.

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