{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1071.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1071.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1071.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1071.html"}],"law_id":85965,"edition_id":1,"section_id":85965,"structure_id":15573,"section_number":"13.1-1071","catch_line":"Action on a plan of merger","history":"1992, c. 575; 1993, c. 113; 2016, c. 288.","full_text":"Each domestic limited liability company that is a party to a merger shall approve the plan of merger, unless the articles of organization or a written operating agreement of the 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.","order_by":null,"text":{"0":{"id":307894,"text":"Each domestic limited liability company that is a party to a merger shall approve the plan of merger, unless the articles of organization or a written operating agreement of the 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.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1071\/","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 2 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 1993, chapter 113; in 2016, chapter 288<\/a>.<\/p>","references":[{"id":77266,"section_number":"13.1-1038.1","catch_line":"Admission of members","order_by":null,"url":"\/13.1-1038.1\/"},{"id":59408,"section_number":"13.1-1072","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1072\/"},{"id":63352,"section_number":"13.1-1073.1","catch_line":"Abandonment of merger","order_by":null,"url":"\/13.1-1073.1\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"}],"refers_to":false,"permalink":{"id":148507,"object_type":"law","relational_id":85965,"identifier":"13.1-1071","token":"13.1\/12\/13\/13.1-1071","url":"\/13.1-1071\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1071\/","token":"13.1\/12\/13\/13.1-1071","dublin_core":{"Title":"Action on a plan of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1071","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Each domestic limited liability company<\/span><\/span> that is a party to a merger<\/span> shall approve the plan of merger, unless the articles of organization<\/span> or a written operating agreement<\/span> of the limited liability company<\/span> provides otherwise, by the unanimous vote of the members<\/span> of the limited liability company<\/span>. However, a provision of a limited liability company<\/span>’s articles of organization<\/span> or operating agreement<\/span> purporting to authorize the limited liability company<\/span> to approve a merger by a less than unanimous vote of the members<\/span> shall be effective to permit approval of a merger by a less than unanimous vote only if either (i) the articles of organization<\/span> or operating agreement<\/span> included that provision at the time each member<\/span> who does not vote in favor of the merger became bound by the articles of organization<\/span> or operating agreement<\/span> or (ii) the provision was added to the articles of organization<\/span> or operating agreement<\/span> through an amendment to which each member<\/span> who does not vote in favor of the merger specifically consented.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACTION ON A PLAN OF MERGER (\u00a7 13.1-1071)\n\nEach domestic limited liability company that is a party to a merger shall\napprove the plan of merger, unless the articles of organization or a written\noperating agreement of the limited liability company provides otherwise, by the\nunanimous vote of the members of the limited liability company. However, a\nprovision of a limited liability company’s articles of organization or\noperating agreement purporting to authorize the limited liability company to\napprove a merger by a less than unanimous vote of the members shall be effective\nto permit approval of a merger by a less than unanimous vote only if either (i)\nthe articles of organization or operating agreement included that provision at\nthe time each member who does not vote in favor of the merger became bound by\nthe articles of organization or operating agreement or (ii) the provision was\nadded to the articles of organization or operating agreement through an\namendment to which each member who does not vote in favor of the merger\nspecifically consented.\n\nHISTORY: 1992, c. 575; 1993, c. 113; 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}}