{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1073.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1073.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1073.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1073.html"}],"law_id":84501,"edition_id":1,"section_id":84501,"structure_id":15573,"section_number":"13.1-1073","catch_line":"Effect of merger","history":"1992, c. 575; 1997, c. 190; 2003, c. 340.","full_text":"When a merger takes effect:\n\n1\n\nThe separate existence of every domestic limited liability company that is a party to the merger except the surviving domestic limited liability company, if any, ceases;2\n\nThe title to all real estate and other property owned by each domestic limited liability company party to the merger is vested in the surviving domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation without reversion or impairment;3\n\nThe surviving domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation has all liabilities of each domestic limited liability company party to the merger;4\n\nA proceeding pending by or against any domestic limited liability company party to the merger may be continued as if the merger had not occurred, or the surviving domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation may be substituted in the proceeding for the domestic limited liability company whose existence ceased;5\n\nIf a domestic limited liability company is the surviving entity of the merger, the articles of organization and operating agreement of that limited liability company are amended to the extent provided in the plan of merger; and6\n\nThe former holders of membership interests of every domestic limited liability company party to the merger are entitled only to the rights provided in the plan of merger.","order_by":null,"text":{"0":{"id":302861,"text":"When a merger takes effect:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":302862,"text":"The separate existence of every domestic limited liability company that is a party to the merger except the surviving domestic limited liability company, if any, ceases;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":302863,"text":"The title to all real estate and other property owned by each domestic limited liability company party to the merger is vested in the surviving domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation without reversion or impairment;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":302864,"text":"The surviving domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation has all liabilities of each domestic limited liability company party to the merger;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":302865,"text":"A proceeding pending by or against any domestic limited liability company party to the merger may be continued as if the merger had not occurred, or the surviving domestic or foreign limited liability company, partnership, limited partnership, business trust or corporation may be substituted in the proceeding for the domestic limited liability company whose existence ceased;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":302866,"text":"If a domestic limited liability company is the surviving entity of the merger, the articles of organization and operating agreement of that limited liability company are amended to the extent provided in the plan of merger; and","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":302867,"text":"The former holders of membership interests of every domestic limited liability company party to the merger are entitled only to the rights provided in the plan of merger.","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1073\/","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 1997, chapter 190<\/a>; in 2003, chapter 340<\/a>.<\/p>","references":[{"id":57317,"section_number":"13.1-1099.19","catch_line":"Effect of merger","order_by":null,"url":"\/13.1-1099.19\/"}],"refers_to":false,"permalink":{"id":148515,"object_type":"law","relational_id":84501,"identifier":"13.1-1073","token":"13.1\/12\/13\/13.1-1073","url":"\/13.1-1073\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1073\/","token":"13.1\/12\/13\/13.1-1073","dublin_core":{"Title":"Effect of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1073","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

When a merger<\/span> takes effect:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The separate existence of every domestic limited liability company<\/span><\/span> that is a party<\/span> to the merger<\/span> except the surviving domestic limited liability company<\/span><\/span>, if any, ceases; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The title to all real estate and other property<\/span> owned by each domestic limited liability company<\/span><\/span> party<\/span> to the merger<\/span> is vested in the surviving domestic or foreign limited liability company<\/span><\/span>, partnership, limited partnership, business trust or corporation without reversion or impairment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The surviving domestic or foreign limited liability company<\/span><\/span>, partnership, limited partnership, business trust or corporation has all liabilities of each domestic limited liability company<\/span><\/span> party<\/span> to the merger<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A proceeding pending by or against any domestic limited liability company<\/span><\/span> party<\/span> to the merger<\/span> may be continued as if the merger<\/span> had not occurred, or the surviving domestic or foreign limited liability company<\/span><\/span>, partnership, limited partnership, business trust or corporation may be substituted in the proceeding for the domestic limited liability company<\/span><\/span> whose existence ceased; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If a domestic limited liability company<\/span><\/span> is the surviving entity<\/span> of the merger<\/span>, the articles of organization<\/span> and operating agreement<\/span> of that limited liability company<\/span> are amended to the extent provided in the plan of merger<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The former holders of membership interests<\/span> of every domestic limited liability company<\/span><\/span> party<\/span> to the merger<\/span> are entitled only to the rights provided in the plan of merger<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF MERGER (\u00a7 13.1-1073)\n\nWhen a merger takes effect:\n\n1. The separate existence of every domestic limited liability company that is a\nparty to the merger except the surviving domestic limited liability company, if\nany, ceases;\n\n2. The title to all real estate and other property owned by each domestic\nlimited liability company party to the merger is vested in the surviving\ndomestic or foreign limited liability company, partnership, limited partnership,\nbusiness trust or corporation without reversion or impairment;\n\n3. The surviving domestic or foreign limited liability company, partnership,\nlimited partnership, business trust or corporation has all liabilities of each\ndomestic limited liability company party to the merger;\n\n4. A proceeding pending by or against any domestic limited liability company\nparty to the merger may be continued as if the merger had not occurred, or the\nsurviving domestic or foreign limited liability company, partnership, limited\npartnership, business trust or corporation may be substituted in the proceeding\nfor the domestic limited liability company whose existence ceased;\n\n5. If a domestic limited liability company is the surviving entity of the\nmerger, the articles of organization and operating agreement of that limited\nliability company are amended to the extent provided in the plan of merger; and\n\n6. The former holders of membership interests of every domestic limited\nliability company party to the merger are entitled only to the rights provided\nin the plan of merger.\n\nHISTORY: 1992, c. 575; 1997, c. 190; 2003, c. 340.","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}}