{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1060.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1060.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1060.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1060.html"}],"law_id":80555,"edition_id":1,"section_id":80555,"structure_id":13508,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","history":"1991, c. 168; 1992, c. 575; 1997, c. 190; 2004, c. 274; 2008, c. 108; 2016, c. 288.","full_text":"A\n\nWhenever a foreign limited liability company that is registered to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it is organized, and that limited liability company is the surviving entity of the merger, it shall, within 30 days after the merger becomes effective, deliver to the Commission for filing a copy of the instrument of merger duly authenticated by the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose law it is organized. However, the filing shall not be required when a foreign limited liability company merges with a domestic corporation, limited liability company, limited partnership, business trust, or partnership; the foreign limited liability company’s articles of organization or other constituent documents are not amended by the merger; and the articles or statement of merger filed on behalf of the domestic corporation, limited liability company, limited partnership, business trust, or partnership pursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131 contains a statement that the merger is permitted under the laws of the state or other jurisdiction in which the foreign limited liability company is organized and that the foreign limited liability company has complied with that law in effecting the merger.B\n\nWhenever a foreign limited liability company that is registered to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under the laws of which it is organized, and that limited liability company is not the surviving entity of the merger, the surviving partnership, limited liability company, business trust, limited partnership, or corporation shall, if not continuing to transact business in the Commonwealth, within 30 days after the merger becomes effective, deliver to the Commission a copy of the instrument of merger duly authenticated by the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose law it was organized, and comply in behalf of the predecessor limited liability company with § 13.1-1056. If a surviving business trust, registered limited liability partnership, limited liability company, limited partnership, or corporation is to continue to transact business in the Commonwealth and has not registered as a foreign registered limited liability partnership, limited liability company, business trust, or limited partnership or received a certificate of authority to transact business in the Commonwealth as a foreign corporation, as the case may be, it shall, within 30 days after the merger becomes effective, deliver to the Commission an application, if a foreign registered limited liability partnership, for registration as a foreign registered limited liability partnership, if a foreign limited liability company, for registration as a foreign limited liability company, if a foreign business trust, for registration as a foreign business trust, if a foreign limited partnership, for registration as a foreign limited partnership, or, if a foreign corporation, for a certificate of authority to transact business in the Commonwealth, together with a duly authenticated copy of the instrument of merger and also a copy of its partnership certificate, statement of registered limited liability partnership, articles of organization, articles of trust, certificate of limited partnership, or articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of registered limited liability partnership, limited liability company, business trust, limited partnership, or corporate records in the state or other jurisdiction under whose laws it is organized, formed, or incorporated.C\n\nUpon the merger of a foreign limited liability company with one or more foreign partnerships, limited liability companies, business trusts, limited partnerships, or corporations, all property in the Commonwealth owned by any of the partnerships, limited liability companies, business trusts, limited partnerships, or corporations shall pass to the surviving partnership, limited liability company, business trust, limited partnership, or corporation except as otherwise provided by the laws of the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of merger is filed with the Commission.","order_by":null,"text":{"0":{"id":288613,"text":"Whenever a foreign limited liability company that is registered to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it is organized, and that limited liability company is the surviving entity of the merger, it shall, within 30 days after the merger becomes effective, deliver to the Commission for filing a copy of the instrument of merger duly authenticated by the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose law it is organized. However, the filing shall not be required when a foreign limited liability company merges with a domestic corporation, limited liability company, limited partnership, business trust, or partnership; the foreign limited liability company’s articles of organization or other constituent documents are not amended by the merger; and the articles or statement of merger filed on behalf of the domestic corporation, limited liability company, limited partnership, business trust, or partnership pursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131 contains a statement that the merger is permitted under the laws of the state or other jurisdiction in which the foreign limited liability company is organized and that the foreign limited liability company has complied with that law in effecting the merger.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":288614,"text":"Whenever a foreign limited liability company that is registered to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under the laws of which it is organized, and that limited liability company is not the surviving entity of the merger, the surviving partnership, limited liability company, business trust, limited partnership, or corporation shall, if not continuing to transact business in the Commonwealth, within 30 days after the merger becomes effective, deliver to the Commission a copy of the instrument of merger duly authenticated by the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose law it was organized, and comply in behalf of the predecessor limited liability company with § 13.1-1056. If a surviving business trust, registered limited liability partnership, limited liability company, limited partnership, or corporation is to continue to transact business in the Commonwealth and has not registered as a foreign registered limited liability partnership, limited liability company, business trust, or limited partnership or received a certificate of authority to transact business in the Commonwealth as a foreign corporation, as the case may be, it shall, within 30 days after the merger becomes effective, deliver to the Commission an application, if a foreign registered limited liability partnership, for registration as a foreign registered limited liability partnership, if a foreign limited liability company, for registration as a foreign limited liability company, if a foreign business trust, for registration as a foreign business trust, if a foreign limited partnership, for registration as a foreign limited partnership, or, if a foreign corporation, for a certificate of authority to transact business in the Commonwealth, together with a duly authenticated copy of the instrument of merger and also a copy of its partnership certificate, statement of registered limited liability partnership, articles of organization, articles of trust, certificate of limited partnership, or articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of registered limited liability partnership, limited liability company, business trust, limited partnership, or corporate records in the state or other jurisdiction under whose laws it is organized, formed, or incorporated.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":288615,"text":"Upon the merger of a foreign limited liability company with one or more foreign partnerships, limited liability companies, business trusts, limited partnerships, or corporations, all property in the Commonwealth owned by any of the partnerships, limited liability companies, business trusts, limited partnerships, or corporations shall pass to the surviving partnership, limited liability company, business trust, limited partnership, or corporation except as otherwise provided by the laws of the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of merger is filed with the Commission.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":13508,"edition_id":1,"name":"Foreign Limited Liability Companies","identifier":"10","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:45:05","date_modified":"2026-06-26 03:45:05","permalink":{"id":148395,"object_type":"structure","relational_id":13508,"identifier":"10","token":"13.1\/12\/10","url":"\/13.1\/12\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75378,"structure_id":13508,"section_number":"13.1-1051","catch_line":"Authority to transact business required; governing law","url":"\/13.1-1051\/","token":"13.1\/12\/10\/13.1-1051","metadata":false},{"id":75972,"structure_id":13508,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","url":"\/13.1-1052\/","token":"13.1\/12\/10\/13.1-1052","metadata":false},{"id":68966,"structure_id":13508,"section_number":"13.1-1053","catch_line":"Repealed","url":"\/13.1-1053\/","token":"13.1\/12\/10\/13.1-1053","metadata":false},{"id":71928,"structure_id":13508,"section_number":"13.1-1054","catch_line":"Name of foreign limited liability company","url":"\/13.1-1054\/","token":"13.1\/12\/10\/13.1-1054","metadata":false},{"id":59184,"structure_id":13508,"section_number":"13.1-1055","catch_line":"Amendments; amended applications for registration","url":"\/13.1-1055\/","token":"13.1\/12\/10\/13.1-1055","metadata":false},{"id":61503,"structure_id":13508,"section_number":"13.1-1056","catch_line":"Voluntary cancellation of certificate of registration","url":"\/13.1-1056\/","token":"13.1\/12\/10\/13.1-1056","metadata":false},{"id":73228,"structure_id":13508,"section_number":"13.1-1056.1","catch_line":"Automatic cancellation of certificate of registration","url":"\/13.1-1056.1\/","token":"13.1\/12\/10\/13.1-1056.1","metadata":false},{"id":54475,"structure_id":13508,"section_number":"13.1-1056.2","catch_line":"Involuntary cancellation of certificate of registration","url":"\/13.1-1056.2\/","token":"13.1\/12\/10\/13.1-1056.2","metadata":false},{"id":74959,"structure_id":13508,"section_number":"13.1-1056.3","catch_line":"Reinstatement of a certificate of registration that has been canceled","url":"\/13.1-1056.3\/","token":"13.1\/12\/10\/13.1-1056.3","metadata":false},{"id":82434,"structure_id":13508,"section_number":"13.1-1057","catch_line":"Transaction of business without registration","url":"\/13.1-1057\/","token":"13.1\/12\/10\/13.1-1057","metadata":false},{"id":56714,"structure_id":13508,"section_number":"13.1-1058","catch_line":"Actions by Attorney General","url":"\/13.1-1058\/","token":"13.1\/12\/10\/13.1-1058","metadata":false},{"id":76475,"structure_id":13508,"section_number":"13.1-1059","catch_line":"Transactions not constituting doing business","url":"\/13.1-1059\/","token":"13.1\/12\/10\/13.1-1059","metadata":false},{"id":80555,"structure_id":13508,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060\/","token":"13.1\/12\/10\/13.1-1060","metadata":false},{"id":75127,"structure_id":13508,"section_number":"13.1-1060.1","catch_line":"Entity conversion of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060.1\/","token":"13.1\/12\/10\/13.1-1060.1","metadata":false}],"previous_section":{"id":76475,"structure_id":13508,"section_number":"13.1-1059","catch_line":"Transactions not constituting doing business","url":"\/13.1-1059\/","token":"13.1\/12\/10\/13.1-1059","metadata":false},"next_section":{"id":75127,"structure_id":13508,"section_number":"13.1-1060.1","catch_line":"Entity conversion of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060.1\/","token":"13.1\/12\/10\/13.1-1060.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1060\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 5 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 1992, chapter 575; in 1997, chapter 190<\/a>; in 2004, chapter 274<\/a>; in 2008, chapter 108<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":[{"id":57840,"section_number":"13.1-1005","catch_line":"Fees","order_by":null,"url":"\/13.1-1005\/"}],"refers_to":[{"id":61503,"section_number":"13.1-1056","catch_line":"Voluntary cancellation of certificate of registration","order_by":null,"url":"\/13.1-1056\/"},{"id":59408,"section_number":"13.1-1072","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1072\/"},{"id":71717,"section_number":"13.1-1261","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1261\/"},{"id":68388,"section_number":"13.1-720","catch_line":"Articles of merger or share exchange","order_by":null,"url":"\/13.1-720\/"},{"id":66295,"section_number":"50-73.131","catch_line":"Statement of merger","order_by":null,"url":"\/50-73.131\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"}],"permalink":{"id":148445,"object_type":"law","relational_id":80555,"identifier":"13.1-1060","token":"13.1\/12\/10\/13.1-1060","url":"\/13.1-1060\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1060\/","token":"13.1\/12\/10\/13.1-1060","dublin_core":{"Title":"Merger of foreign limited liability company registered to transact business in Commonwealth","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1060","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever a foreign limited liability company<\/span><\/span> that is registered to transact business in the Commonwealth is a party<\/span> to a merger permitted by the laws<\/span> of the state or other jurisdiction<\/span> under whose laws<\/span> it is organized, and that limited liability company<\/span> is the surviving entity<\/span> of the merger, it shall, within 30 days after the merger becomes effective, deliver to the Commission<\/span> for filing a copy of the instrument of merger duly authenticated by the Secretary of State or other official having custody<\/span> of limited liability company<\/span> records in the state or other jurisdiction<\/span> under whose law<\/span> it is organized. However, the filing shall not be required when a foreign limited liability company<\/span><\/span> merges with a domestic corporation<\/span>, limited liability company<\/span>, limited partnership, business trust, or partnership; the foreign limited liability company<\/span><\/span>’s articles of organization<\/span> or other constituent documents are not amended by the merger; and the articles or statement of merger filed on behalf of the domestic corporation<\/span>, limited liability company<\/span>, limited partnership, business trust, or partnership pursuant to § 13.1-720<\/a>, 13.1-1072<\/a>, 13.1-1261<\/a>, 50-73.48:3<\/a>, or 50-73.131<\/a> contains a statement that the merger is permitted under the laws<\/span> of the state or other jurisdiction<\/span> in which the foreign limited liability company<\/span><\/span> is organized and that the foreign limited liability company<\/span><\/span> has complied with that law<\/span> in effecting the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Whenever a foreign limited liability company<\/span><\/span> that is registered to transact business in the Commonwealth is a party<\/span> to a merger permitted by the laws<\/span> of the state or other jurisdiction<\/span> under the laws<\/span> of which it is organized, and that limited liability company<\/span> is not the surviving entity<\/span> of the merger, the surviving partnership, limited liability company<\/span>, business trust, limited partnership, or corporation shall, if not continuing to transact business in the Commonwealth, within 30 days after the merger becomes effective, deliver to the Commission<\/span> a copy of the instrument of merger duly authenticated by the Secretary of State or other official having custody<\/span> of limited liability company<\/span> records in the state or other jurisdiction<\/span> under whose law<\/span> it was organized, and comply in behalf of the predecessor limited liability company<\/span> with § 13.1-1056<\/a>. If a surviving business trust, registered limited liability partnership<\/span>, limited liability company<\/span>, limited partnership, or corporation is to continue to transact business in the Commonwealth and has not registered as a foreign registered limited liability partnership<\/span>, limited liability company<\/span>, business trust, or limited partnership or received a certificate of authority to transact business in the Commonwealth as a foreign corporation<\/span>, as the case may be, it shall, within 30 days after the merger becomes effective, deliver to the Commission<\/span> an application, if a foreign registered limited liability partnership<\/span>, for registration as a foreign registered limited liability partnership<\/span>, if a foreign limited liability company<\/span><\/span>, for registration as a foreign limited liability company<\/span><\/span>, if a foreign business trust<\/span>, for registration as a foreign business trust<\/span>, if a foreign limited partnership<\/span>, for registration as a foreign limited partnership<\/span>, or, if a foreign corporation<\/span>, for a certificate of authority to transact business in the Commonwealth, together with a duly authenticated copy of the instrument of merger and also a copy of its partnership certificate, statement of registered limited liability partnership<\/span>, articles of organization<\/span>, articles of trust, certificate of limited partnership, or articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State or other official having custody<\/span> of registered limited liability partnership<\/span>, limited liability company<\/span>, business trust, limited partnership, or corporate records in the state or other jurisdiction<\/span> under whose laws<\/span> it is organized, formed, or incorporated. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Upon the merger of a foreign limited liability company<\/span><\/span> with one or more foreign partnerships<\/span>, limited liability companies, business trusts, limited partnerships, or corporations, all property<\/span> in the Commonwealth owned by any of the partnerships, limited liability companies, business trusts, limited partnerships, or corporations shall pass to the surviving partnership, limited liability company<\/span>, business trust, limited partnership, or corporation except as otherwise provided by the laws<\/span> of the state or other jurisdiction<\/span> by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of merger is filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER OF FOREIGN LIMITED LIABILITY COMPANY REGISTERED TO TRANSACT BUSINESS IN\nCOMMONWEALTH (\u00a7 13.1-1060)\n\nA. Whenever a foreign limited liability company that is registered to transact\nbusiness in the Commonwealth is a party to a merger permitted by the laws of the\nstate or other jurisdiction under whose laws it is organized, and that limited\nliability company is the surviving entity of the merger, it shall, within 30\ndays after the merger becomes effective, deliver to the Commission for filing a\ncopy of the instrument of merger duly authenticated by the Secretary of State or\nother official having custody of limited liability company records in the state\nor other jurisdiction under whose law it is organized. However, the filing shall\nnot be required when a foreign limited liability company merges with a domestic\ncorporation, limited liability company, limited partnership, business trust, or\npartnership; the foreign limited liability company’s articles of\norganization or other constituent documents are not amended by the merger; and\nthe articles or statement of merger filed on behalf of the domestic corporation,\nlimited liability company, limited partnership, business trust, or partnership\npursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131\ncontains a statement that the merger is permitted under the laws of the state or\nother jurisdiction in which the foreign limited liability company is organized\nand that the foreign limited liability company has complied with that law in\neffecting the merger.\n\nB. Whenever a foreign limited liability company that is registered to transact\nbusiness in the Commonwealth is a party to a merger permitted by the laws of the\nstate or other jurisdiction under the laws of which it is organized, and that\nlimited liability company is not the surviving entity of the merger, the\nsurviving partnership, limited liability company, business trust, limited\npartnership, or corporation shall, if not continuing to transact business in the\nCommonwealth, within 30 days after the merger becomes effective, deliver to the\nCommission a copy of the instrument of merger duly authenticated by the\nSecretary of State or other official having custody of limited liability company\nrecords in the state or other jurisdiction under whose law it was organized, and\ncomply in behalf of the predecessor limited liability company with §\n13.1-1056. If a surviving business trust, registered limited liability\npartnership, limited liability company, limited partnership, or corporation is\nto continue to transact business in the Commonwealth and has not registered as a\nforeign registered limited liability partnership, limited liability company,\nbusiness trust, or limited partnership or received a certificate of authority to\ntransact business in the Commonwealth as a foreign corporation, as the case may\nbe, it shall, within 30 days after the merger becomes effective, deliver to the\nCommission an application, if a foreign registered limited liability\npartnership, for registration as a foreign registered limited liability\npartnership, if a foreign limited liability company, for registration as a\nforeign limited liability company, if a foreign business trust, for registration\nas a foreign business trust, if a foreign limited partnership, for registration\nas a foreign limited partnership, or, if a foreign corporation, for a\ncertificate of authority to transact business in the Commonwealth, together with\na duly authenticated copy of the instrument of merger and also a copy of its\npartnership certificate, statement of registered limited liability partnership,\narticles of organization, articles of trust, certificate of limited partnership,\nor articles of incorporation and all amendments thereto, duly authenticated by\nthe Secretary of State or other official having custody of registered limited\nliability partnership, limited liability company, business trust, limited\npartnership, or corporate records in the state or other jurisdiction under whose\nlaws it is organized, formed, or incorporated.\n\nC. Upon the merger of a foreign limited liability company with one or more\nforeign partnerships, limited liability companies, business trusts, limited\npartnerships, or corporations, all property in the Commonwealth owned by any of\nthe partnerships, limited liability companies, business trusts, limited\npartnerships, or corporations shall pass to the surviving partnership, limited\nliability company, business trust, limited partnership, or corporation except as\notherwise provided by the laws of the state or other jurisdiction by which it is\ngoverned, but only from and after the time when a duly authenticated copy of the\ninstrument of merger is filed with the Commission.\n\nHISTORY: 1991, c. 168; 1992, c. 575; 1997, c. 190; 2004, c. 274; 2008, c. 108;\n2016, c. 288.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}