2015 Code of Virginia
Title 13.1 - Corporations
§ 13.1-1071. Approval of merger by domestic limited liability company
A. Each domestic limited liability company that is to be a party to a proposed merger shall approve the proposed merger, unless the articles of organization or a written operating agreement of that limited liability company provides otherwise, by the unanimous vote of the members of the limited liability company. However, a provision of a limited liability company's articles of organization or operating agreement purporting to authorize the limited liability company to approve a merger by a less than unanimous vote of the members shall be effective to permit approval of a merger by a less than unanimous vote only if either (i) the articles of organization or operating agreement included that provision at the time each member who does not vote in favor of the merger became bound by the articles of organization or operating agreement or (ii) the provision was added to the articles of organization or operating agreement through an amendment to which each member who does not vote in favor of the merger specifically consented.
B. Any plan of merger may provide for the manner, if any, in which the plan may be amended by a domestic limited liability company party to the merger at any time before the effective date of the certificate of merger issued by the Commission for the merger.
C. If an amendment to a plan of merger is made in accordance with subsection B of this section, and articles of merger already have been filed with the Commission, amended articles of merger shall be filed with the Commission before the effective date of any certificate of merger issued by the Commission for the articles of merger which the amended articles are to supersede.
D. Unless the domestic limited liability company's articles of organization, operating agreement or the plan of merger provides otherwise, after the merger has been authorized and at any time before the effective date of the certificate of merger issued by the Commission for the merger, the merger may be abandoned by majority vote of the members of the domestic limited liability company. If articles of merger already have been filed with the Commission, written notice of abandonment must be filed with the Commission before the effective date of the certificate of merger.
1992, c. 575; 1993, c. 113 .
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