{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1072.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1072.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1072.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1072.html"}],"law_id":59408,"edition_id":1,"section_id":59408,"structure_id":15573,"section_number":"13.1-1072","catch_line":"Articles of merger","history":"1992, c. 575; 1993, c. 113; 1997, c. 190; 2003, cc. 340, 597; 2004, c. 274; 2008, c. 108; 2016, c. 288.","full_text":"A\n\nAfter a plan of merger has been adopted and approved as required by this chapter, articles of merger shall be signed on behalf of each party to the merger. The articles shall set forth:1\n\nThe plan of merger;2\n\nIf the articles of organization of a domestic limited liability company that is the survivor of a merger are amended, as an attachment to the articles of merger, the amendments to the survivor’s articles of organization;3\n\nThe date the plan of merger was approved by each domestic limited liability company that is a party to the merger;4\n\nA statement that the plan of merger was approved by each domestic limited liability company that is a party to the merger in accordance with the provisions of § 13.1-1071; and5\n\nAs to each foreign limited liability company or other business entity that is a party to the merger, a statement that the merger is permitted by the state or other jurisdiction under whose law the foreign limited liability company or other business entity is organized, formed, or incorporated and that the foreign limited liability company or other business entity has complied with that law in effecting the merger.B\n\nArticles of merger shall be delivered to the Commission for filing by the survivor of the merger. If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger. Articles of merger filed under this section may be combined with any filing required under the provisions of this title and Title 50 regarding any domestic other business entity that is a party to the merger if the combined filing satisfies the requirements of this section and the requirements for the filing of articles of merger or a statement of merger on behalf of the domestic other business entity.","order_by":null,"text":{"0":{"id":217728,"text":"After a plan of merger has been adopted and approved as required by this chapter, articles of merger shall be signed on behalf of each party to the merger. The articles shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":217729,"text":"The plan of merger;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":217730,"text":"If the articles of organization of a domestic limited liability company that is the survivor of a merger are amended, as an attachment to the articles of merger, the amendments to the survivor’s articles of organization;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":217731,"text":"The date the plan of merger was approved by each domestic limited liability company that is a party to the merger;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":217732,"text":"A statement that the plan of merger was approved by each domestic limited liability company that is a party to the merger in accordance with the provisions of § 13.1-1071; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":217733,"text":"As to each foreign limited liability company or other business entity that is a party to the merger, a statement that the merger is permitted by the state or other jurisdiction under whose law the foreign limited liability company or other business entity is organized, formed, or incorporated and that the foreign limited liability company or other business entity has complied with that law in effecting the merger.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":217734,"text":"Articles of merger shall be delivered to the Commission for filing by the survivor of the merger. If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger. Articles of merger filed under this section may be combined with any filing required under the provisions of this title and Title 50 regarding any domestic other business entity that is a party to the merger if the combined filing satisfies the requirements of this section and the requirements for the filing of articles of merger or a statement of merger on behalf of the domestic other business entity.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1072\/","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 1993, chapter 113; in 1997, chapter 190<\/a>; in 2003, chapters 340<\/a> and 597<\/a>; in 2004, chapter 274<\/a>; in 2008, chapter 108<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":[{"id":72460,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-1003.1\/"},{"id":80555,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1060\/"},{"id":69595,"section_number":"13.1-1099.18","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1099.18\/"},{"id":80217,"section_number":"13.1-1250","catch_line":"Merger of foreign business trust registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1250\/"},{"id":79297,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-766.1\/"},{"id":54628,"section_number":"50-73.57:2","catch_line":"Merger of foreign limited partnership registered to transact business in Commonwealth","order_by":null,"url":"\/50-73.57_2\/"}],"refers_to":[{"id":85965,"section_number":"13.1-1071","catch_line":"Action on a plan of merger","order_by":null,"url":"\/13.1-1071\/"}],"permalink":{"id":148511,"object_type":"law","relational_id":59408,"identifier":"13.1-1072","token":"13.1\/12\/13\/13.1-1072","url":"\/13.1-1072\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1072\/","token":"13.1\/12\/13\/13.1-1072","dublin_core":{"Title":"Articles of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1072","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After a plan of merger<\/span> has been adopted and approved as required by this chapter, articles of merger<\/span> shall be signed on behalf of each party<\/span> to the merger<\/span>. The articles shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The plan of merger<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the articles of organization<\/span> of a domestic limited liability company<\/span><\/span> that is the survivor<\/span> of a merger<\/span> are amended, as an attachment<\/span> to the articles of merger<\/span>, the amendments to the survivor<\/span>’s articles of organization<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date the plan of merger<\/span> was approved by each domestic limited liability company<\/span><\/span> that is a party<\/span> to the merger<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A statement that the plan of merger<\/span> was approved by each domestic limited liability company<\/span><\/span> that is a party<\/span> to the merger<\/span> in accordance with the provisions of § 13.1-1071<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> As to each foreign limited liability company<\/span><\/span> or other business entity<\/span> that is a party<\/span> to the merger<\/span>, a statement that the merger<\/span> is permitted by the state or other jurisdiction<\/span> under whose law<\/span> the foreign limited liability company<\/span><\/span> or other business entity<\/span> is organized, formed, or incorporated and that the foreign limited liability company<\/span><\/span> or other business entity<\/span> has complied with that law<\/span> in effecting the merger<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Articles of merger<\/span> shall be delivered to the Commission<\/span> for filing by the survivor<\/span> of the merger<\/span>. If the Commission<\/span> finds that the articles of merger<\/span> comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of merger<\/span>. Articles of merger<\/span> filed under this section may be combined with any filing required under the provisions of this title and Title 50 regarding any domestic other business entity<\/span> that is a party<\/span> to the merger<\/span> if the combined filing satisfies the requirements of this section and the requirements for the filing of articles of merger<\/span> or a statement of merger<\/span> on behalf of the domestic other business entity<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF MERGER (\u00a7 13.1-1072)\n\nA. After a plan of merger has been adopted and approved as required by this\nchapter, articles of merger shall be signed on behalf of each party to the\nmerger. The articles shall set forth:\n\n 1. The plan of merger;\n\n 2. If the articles of organization of a domestic limited liability company\n that is the survivor of a merger are amended, as an attachment to the articles\n of merger, the amendments to the survivor’s articles of organization;\n\n 3. The date the plan of merger was approved by each domestic limited liability\n company that is a party to the merger;\n\n 4. A statement that the plan of merger was approved by each domestic limited\n liability company that is a party to the merger in accordance with the\n provisions of § 13.1-1071; and\n\n 5. As to each foreign limited liability company or other business entity that\n is a party to the merger, a statement that the merger is permitted by the\n state or other jurisdiction under whose law the foreign limited liability\n company or other business entity is organized, formed, or incorporated and\n that the foreign limited liability company or other business entity has\n complied with that law in effecting the merger.\n\nB. Articles of merger shall be delivered to the Commission for filing by the\nsurvivor of the merger. If the Commission finds that the articles of merger\ncomply with the requirements of law and that all required fees have been paid,\nit shall issue a certificate of merger. Articles of merger filed under this\nsection may be combined with any filing required under the provisions of this\ntitle and Title 50 regarding any domestic other business entity that is a party\nto the merger if the combined filing satisfies the requirements of this section\nand the requirements for the filing of articles of merger or a statement of\nmerger on behalf of the domestic other business entity.\n\nHISTORY: 1992, c. 575; 1993, c. 113; 1997, c. 190; 2003, cc. 340, 597; 2004, c.\n274; 2008, 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}}