2006 Code of Virginia § 13.1-1071 - Approval of merger by domestic limited liability company

13.1-1071. Approval of merger by domestic limited liability company.

A. Each domestic limited liability company that is to be a party to aproposed merger shall approve the proposed merger, unless the articles oforganization or a written operating agreement of that limited liabilitycompany provides otherwise, by the unanimous vote of the members of thelimited liability company. However, a provision of a limited liabilitycompany's articles of organization or operating agreement purporting toauthorize the limited liability company to approve a merger by a less thanunanimous vote of the members shall be effective to permit approval of amerger by a less than unanimous vote only if either (i) the articles oforganization or operating agreement included that provision at the time eachmember who does not vote in favor of the merger became bound by the articlesof organization or operating agreement or (ii) the provision was added to thearticles of organization or operating agreement through an amendment to whicheach 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 planmay be amended by a domestic limited liability company party to the merger atany time before the effective date of the certificate of merger issued by theCommission for the merger.

C. If an amendment to a plan of merger is made in accordance with subsectionB of this section, and articles of merger already have been filed with theCommission, amended articles of merger shall be filed with the Commissionbefore the effective date of any certificate of merger issued by theCommission for the articles of merger which the amended articles are tosupersede.

D. Unless the domestic limited liability company's articles of organization,operating agreement or the plan of merger provides otherwise, after themerger has been authorized and at any time before the effective date of thecertificate of merger issued by the Commission for the merger, the merger maybe abandoned by majority vote of the members of the domestic limitedliability company. If articles of merger already have been filed with theCommission, written notice of abandonment must be filed with the Commissionbefore the effective date of the certificate of merger.

(1992, c. 575; 1993, c. 113.)