{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1070.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1070.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1070.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1070.html"}],"law_id":71316,"edition_id":1,"section_id":71316,"structure_id":15573,"section_number":"13.1-1070","catch_line":"Merger","history":"1992, c. 575; 1997, c. 190; 2003, c. 340; 2004, c. 601; 2005, c. 765; 2008, c. 108; 2016, c. 288.","full_text":"A\n\nOne or more domestic limited liability companies may merge with one or more domestic or foreign limited liability companies or other business entities pursuant to a plan of merger.B\n\nA foreign limited liability company or other business entity may be a party to a merger with a domestic limited liability company only if the merger is permitted by the laws under which the foreign limited liability company or other business entity is organized, formed, or incorporated.C\n\nThe plan of merger shall include:1\n\nThe name and entity type of each domestic or foreign limited liability company or other business entity that will merge and the name of the domestic or foreign limited liability company or other business entity that will be the survivor of the merger;2\n\nThe name of the state or other jurisdiction under whose law each party to the merger is organized, formed, or incorporated;3\n\nThe terms and conditions of the merger;4\n\nThe manner and basis of converting the membership interests of each merging domestic or foreign limited liability company and eligible interests of each merging domestic or foreign other business entity into membership interests, eligible interests, or other securities, obligations, rights to acquire membership interests, eligible interests, or other securities, cash, or other property, or any combination of the foregoing;5\n\nThe manner and basis of converting any rights to acquire the membership interests of each merging domestic or foreign limited liability company and eligible interests of each merging domestic or foreign other business entity into membership interests, eligible interests, or other securities, obligations, rights to acquire membership interests, eligible interests, or other securities, cash, or other property, or any combination of the foregoing;6\n\nWhen the survivor is a domestic limited liability company, any amendments to its articles of organization, which may be in the form of amended and restated articles of organization; and7\n\nAny other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of organization or other organizational document of any party.D\n\nThe plan of merger may also include a provision that the plan may be amended before the effective time and date of the certificate of merger, but if the members of a domestic limited liability company that is a party to the merger are required by any provision of this chapter to approve the plan, the plan may not be amended after approval of the plan by the members to change any of the following, unless the amendment is approved by the members:1\n\nThe amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests, or other securities, cash, or other property to be received by the members, shareholders, or holders of eligible interests in any party to the merger;2\n\nThe articles of organization of any domestic or foreign limited liability company, the articles of incorporation of any domestic or foreign stock or nonstock corporation, the articles of trust or governing instrument of any domestic or foreign business trust, the certificate of limited partnership of any domestic or foreign limited partnership, or the partnership agreement of any domestic or foreign partnership that will survive the merger; or3\n\nAny of the other terms or conditions of the plan if the change would adversely affect the members in any material respect.","order_by":null,"text":{"0":{"id":257075,"text":"One or more domestic limited liability companies may merge with one or more domestic or foreign limited liability companies or other business entities pursuant to a plan of merger.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":257076,"text":"A foreign limited liability company or other business entity may be a party to a merger with a domestic limited liability company only if the merger is permitted by the laws under which the foreign limited liability company or other business entity 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":257077,"text":"The plan of merger shall include:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":257078,"text":"The name and entity type of each domestic or foreign limited liability company or other business entity that will merge and the name of the domestic or foreign limited liability company or other business entity that will be the survivor of the merger;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":257079,"text":"The name of the state or other jurisdiction under whose law each party to the merger is organized, formed, or incorporated;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":257080,"text":"The terms and conditions of the merger;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":257081,"text":"The manner and basis of converting the membership interests of each merging domestic or foreign limited liability company and eligible interests of each merging domestic or foreign other business entity into membership interests, eligible interests, or other securities, obligations, rights to acquire membership interests, eligible interests, or other securities, cash, or other property, or any combination of the foregoing;","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":257082,"text":"The manner and basis of converting any rights to acquire the membership interests of each merging domestic or foreign limited liability company and eligible interests of each merging domestic or foreign other business entity into membership interests, eligible interests, or other securities, obligations, rights to acquire membership interests, eligible interests, or other securities, cash, or other property, or any combination of the foregoing;","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"C6"},"8":{"id":257083,"text":"When the survivor is a domestic limited liability company, any amendments to its articles of organization, which may be in the form of amended and restated articles of organization; and","type":"section","prefixes":["C","6"],"prefix":"6","entire_prefix":"C6","prefix_anchor":"C6","level":2,"prior_prefix":"C5","next_prefix":"C7"},"9":{"id":257084,"text":"Any other provisions required by the laws under which any party to the merger is organized or by which it is governed, or by the articles of organization or other organizational document of any party.","type":"section","prefixes":["C","7"],"prefix":"7","entire_prefix":"C7","prefix_anchor":"C7","level":2,"prior_prefix":"C6","next_prefix":"D"},"10":{"id":257085,"text":"The plan of merger may also include a provision that the plan may be amended before the effective time and date of the certificate of merger, but if the members of a domestic limited liability company that is a party to the merger are required by any provision of this chapter to approve the plan, the plan may not be amended after approval of the plan by the members to change any of the following, unless the amendment is approved by the members:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C7","next_prefix":"D1"},"11":{"id":257086,"text":"The amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests, or other securities, cash, or other property to be received by the members, shareholders, or holders of eligible interests in any party to the merger;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"12":{"id":257087,"text":"The articles of organization of any domestic or foreign limited liability company, the articles of incorporation of any domestic or foreign stock or nonstock corporation, the articles of trust or governing instrument of any domestic or foreign business trust, the certificate of limited partnership of any domestic or foreign limited partnership, or the partnership agreement of any domestic or foreign partnership that will survive the merger; or","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"13":{"id":257088,"text":"Any of the other terms or conditions of the plan if the change would adversely affect the members in any material respect.","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2"}},"ancestry":[{"id":15573,"edition_id":1,"name":"Merger","identifier":"13","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:56:27","date_modified":"2026-06-26 03:56:27","permalink":{"id":148497,"object_type":"structure","relational_id":15573,"identifier":"13","token":"13.1\/12\/13","url":"\/13.1\/12\/13\/","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":75930,"structure_id":15573,"section_number":"13.1-1069.1","catch_line":"Definitions","url":"\/13.1-1069.1\/","token":"13.1\/12\/13\/13.1-1069.1","metadata":false},{"id":71316,"structure_id":15573,"section_number":"13.1-1070","catch_line":"Merger","url":"\/13.1-1070\/","token":"13.1\/12\/13\/13.1-1070","metadata":false},{"id":85965,"structure_id":15573,"section_number":"13.1-1071","catch_line":"Action on a plan of merger","url":"\/13.1-1071\/","token":"13.1\/12\/13\/13.1-1071","metadata":false},{"id":59408,"structure_id":15573,"section_number":"13.1-1072","catch_line":"Articles of merger","url":"\/13.1-1072\/","token":"13.1\/12\/13\/13.1-1072","metadata":false},{"id":84501,"structure_id":15573,"section_number":"13.1-1073","catch_line":"Effect of merger","url":"\/13.1-1073\/","token":"13.1\/12\/13\/13.1-1073","metadata":false},{"id":63352,"structure_id":15573,"section_number":"13.1-1073.1","catch_line":"Abandonment of merger","url":"\/13.1-1073.1\/","token":"13.1\/12\/13\/13.1-1073.1","metadata":false}],"previous_section":{"id":75930,"structure_id":15573,"section_number":"13.1-1069.1","catch_line":"Definitions","url":"\/13.1-1069.1\/","token":"13.1\/12\/13\/13.1-1069.1","metadata":false},"next_section":{"id":85965,"structure_id":15573,"section_number":"13.1-1071","catch_line":"Action on a plan of merger","url":"\/13.1-1071\/","token":"13.1\/12\/13\/13.1-1071","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1070\/","history_text":"

This law was first created in 1992. The record of its establishment is cataloged in chapter 575 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 1992 \u201cActs\u201d aren\u2019t available online. It has been modified 6 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 1997, chapter 190<\/a>; in 2003, chapter 340<\/a>; in 2004, chapter 601<\/a>; in 2005, chapter 765<\/a>; in 2008, chapter 108<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":[{"id":75930,"section_number":"13.1-1069.1","catch_line":"Definitions","order_by":null,"url":"\/13.1-1069.1\/"},{"id":77582,"section_number":"13.1-1099.17","catch_line":"Plan of merger","order_by":null,"url":"\/13.1-1099.17\/"}],"refers_to":false,"permalink":{"id":148503,"object_type":"law","relational_id":71316,"identifier":"13.1-1070","token":"13.1\/12\/13\/13.1-1070","url":"\/13.1-1070\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1070\/","token":"13.1\/12\/13\/13.1-1070","dublin_core":{"Title":"Merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1070","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> One or more domestic limited liability companies may merge with one or more domestic or foreign limited liability companies or other business entities pursuant to a plan of merger<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A foreign limited liability company<\/span><\/span> or other business entity<\/span> may be a party to a merger<\/span> with a domestic limited liability company<\/span><\/span> only if the merger is permitted by the laws<\/span> under which the foreign limited liability company<\/span><\/span> or other business entity<\/span> is organized, formed, or incorporated. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The plan of merger shall include: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name and entity type of each domestic or foreign limited liability company<\/span><\/span> or other business entity<\/span> that will merge and the name of the domestic or foreign limited liability company<\/span><\/span> or other business entity<\/span> that will be the survivor<\/span> of the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name of the state or other jurisdiction<\/span> under whose law<\/span> each party to the merger is organized, formed, or incorporated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The terms and conditions of the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The manner and basis of converting the membership interests<\/span> of each merging domestic or foreign limited liability company<\/span><\/span> and eligible interests of each merging domestic or foreign other business entity<\/span> into membership interests<\/span>, eligible interests, or other securities, obligations, rights to acquire membership interests<\/span>, eligible interests, or other securities, cash, or other property<\/span>, or any combination of the foregoing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The manner and basis of converting any rights to acquire the membership interests<\/span> of each merging domestic or foreign limited liability company<\/span><\/span> and eligible interests of each merging domestic or foreign other business entity<\/span> into membership interests<\/span>, eligible interests, or other securities, obligations, rights to acquire membership interests<\/span>, eligible interests, or other securities, cash, or other property<\/span>, or any combination of the foregoing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> When the survivor<\/span> is a domestic limited liability company<\/span><\/span>, any amendments to its articles of organization<\/span>, which may be in the form of amended and restated articles of organization<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Any other provisions required by the laws<\/span> under which any party to the merger is organized or by which it is governed, or by the articles of organization<\/span> or other organizational document of any party. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The plan of merger may also include a provision that the plan may be amended before the effective time and date of the certificate of merger, but if the members<\/span> of a domestic limited liability company<\/span><\/span> that is a party to the merger are required by any provision of this chapter to approve the plan, the plan may not be amended after approval of the plan by the members<\/span> to change any of the following, unless the amendment is approved by the members<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The amount or kind of eligible interests or other securities, obligations, rights to acquire eligible interests, or other securities, cash, or other property<\/span> to be received by the members<\/span>, shareholders, or holders of eligible interests in any party to the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The articles of organization<\/span> of any domestic or foreign limited liability company<\/span><\/span>, the articles of incorporation of any domestic or foreign stock or nonstock corporation, the articles of trust or governing instrument of any domestic or foreign business trust<\/span>, the certificate of limited partnership of any domestic or foreign limited partnership<\/span>, or the partnership agreement of any domestic or foreign partnership<\/span> that will survive the merger; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any of the other terms or conditions of the plan if the change would adversely affect the members<\/span> in any material<\/span> respect. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER (\u00a7 13.1-1070)\n\nA. One or more domestic limited liability companies may merge with one or more\ndomestic or foreign limited liability companies or other business entities\npursuant to a plan of merger.\n\nB. A foreign limited liability company or other business entity may be a party\nto a merger with a domestic limited liability company only if the merger is\npermitted by the laws under which the foreign limited liability company or other\nbusiness entity is organized, formed, or incorporated.\n\nC. The plan of merger shall include:\n\n 1. The name and entity type of each domestic or foreign limited liability\n company or other business entity that will merge and the name of the domestic\n or foreign limited liability company or other business entity that will be the\n survivor of the merger;\n\n 2. The name of the state or other jurisdiction under whose law each party to\n the merger is organized, formed, or incorporated;\n\n 3. The terms and conditions of the merger;\n\n 4. The manner and basis of converting the membership interests of each merging\n domestic or foreign limited liability company and eligible interests of each\n merging domestic or foreign other business entity into membership interests,\n eligible interests, or other securities, obligations, rights to acquire\n membership interests, eligible interests, or other securities, cash, or other\n property, or any combination of the foregoing;\n\n 5. The manner and basis of converting any rights to acquire the membership\n interests of each merging domestic or foreign limited liability company and\n eligible interests of each merging domestic or foreign other business entity\n into membership interests, eligible interests, or other securities,\n obligations, rights to acquire membership interests, eligible interests, or\n other securities, cash, or other property, or any combination of the\n foregoing;\n\n 6. When the survivor is a domestic limited liability company, any amendments\n to its articles of organization, which may be in the form of amended and\n restated articles of organization; and\n\n 7. Any other provisions required by the laws under which any party to the\n merger is organized or by which it is governed, or by the articles of\n organization or other organizational document of any party.\n\nD. The plan of merger may also include a provision that the plan may be amended\nbefore the effective time and date of the certificate of merger, but if the\nmembers of a domestic limited liability company that is a party to the merger\nare required by any provision of this chapter to approve the plan, the plan may\nnot be amended after approval of the plan by the members to change any of the\nfollowing, unless the amendment is approved by the members:\n\n 1. The amount or kind of eligible interests or other securities, obligations,\n rights to acquire eligible interests, or other securities, cash, or other\n property to be received by the members, shareholders, or holders of eligible\n interests in any party to the merger;\n\n 2. The articles of organization of any domestic or foreign limited liability\n company, the articles of incorporation of any domestic or foreign stock or\n nonstock corporation, the articles of trust or governing instrument of any\n domestic or foreign business trust, the certificate of limited partnership of\n any domestic or foreign limited partnership, or the partnership agreement of\n any domestic or foreign partnership that will survive the merger; or\n\n 3. Any of the other terms or conditions of the plan if the change would\n adversely affect the members in any material respect.\n\nHISTORY: 1992, c. 575; 1997, c. 190; 2003, c. 340; 2004, c. 601; 2005, c. 765;\n2008, c. 108; 2016, 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}}