{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1099.19.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1099.19.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1099.19.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1099.19.html"}],"law_id":57317,"edition_id":1,"section_id":57317,"structure_id":13582,"section_number":"13.1-1099.19","catch_line":"Effect of merger","history":"2019, c. 636.","full_text":"When a merger under \u00a7 13.1-1099.16 becomes effective, in addition to the effects stated in \u00a7 13.1-1073:\n\n1\n\nAs provided in the plan of merger, each protected series of each merging company which was established before the merger:\n\t\t\ta. Is a relocated protected series or continuing protected series; or\n\t\t\tb. Is dissolved, wound up, and canceled;2\n\nAny protected series to be established as a result of the merger is established;3\n\nAny relocated protected series or continuing protected series is the same person without interruption as it was before the merger;4\n\nAll property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;5\n\nAll debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;6\n\nExcept as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;7\n\nThe new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;8\n\nIf provided in the plan of merger:\n\t\t\ta. A person becomes an associated member or protected series assignee of a relocated protected series or continuing protected series;\n\t\t\tb. A person becomes an associated member of a protected series established by the surviving company as a result of the merger;\n\t\t\tc. Any change in the rights or obligations of a person in the person’s capacity as an associated member or protected series assignee of a relocated protected series or continuing protected series takes effect; and\n\t\t\td. Any consideration to be paid to a person that before the merger was an associated member or protected series assignee of a relocated protected series or continuing protected series is due; and9\n\nAny person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.","order_by":null,"text":{"0":{"id":209919,"text":"When a merger under \u00a7 13.1-1099.16 becomes effective, in addition to the effects stated in \u00a7 13.1-1073:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":209920,"text":"As provided in the plan of merger, each protected series of each merging company which was established before the merger:\n\t\t\ta. Is a relocated protected series or continuing protected series; or\n\t\t\tb. Is dissolved, wound up, and canceled;","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":209921,"text":"Any protected series to be established as a result of the merger is established;","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":209922,"text":"Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":209923,"text":"All property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":209924,"text":"All debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":209925,"text":"Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5","next_prefix":"7"},"7":{"id":209926,"text":"The new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;","type":"section","prefixes":["7"],"prefix":"7","entire_prefix":"7","prefix_anchor":"7","level":1,"prior_prefix":"6","next_prefix":"8"},"8":{"id":209927,"text":"If provided in the plan of merger:\n\t\t\ta. A person becomes an associated member or protected series assignee of a relocated protected series or continuing protected series;\n\t\t\tb. A person becomes an associated member of a protected series established by the surviving company as a result of the merger;\n\t\t\tc. Any change in the rights or obligations of a person in the person’s capacity as an associated member or protected series assignee of a relocated protected series or continuing protected series takes effect; and\n\t\t\td. Any consideration to be paid to a person that before the merger was an associated member or protected series assignee of a relocated protected series or continuing protected series is due; and","type":"section","prefixes":["8"],"prefix":"8","entire_prefix":"8","prefix_anchor":"8","level":1,"prior_prefix":"7","next_prefix":"9"},"9":{"id":209928,"text":"Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.","type":"section","prefixes":["9"],"prefix":"9","entire_prefix":"9","prefix_anchor":"9","level":1,"prior_prefix":"8"}},"ancestry":[{"id":13582,"edition_id":1,"name":"Protected Series","identifier":"16","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:45:18","date_modified":"2026-06-26 03:45:18","permalink":{"id":148583,"object_type":"structure","relational_id":13582,"identifier":"16","token":"13.1\/12\/16","url":"\/13.1\/12\/16\/","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":66470,"structure_id":13582,"section_number":"13.1-1088","catch_line":"Definitions","url":"\/13.1-1088\/","token":"13.1\/12\/16\/13.1-1088","metadata":false},{"id":74889,"structure_id":13582,"section_number":"13.1-1089","catch_line":"Nature of protected series","url":"\/13.1-1089\/","token":"13.1\/12\/16\/13.1-1089","metadata":false},{"id":59342,"structure_id":13582,"section_number":"13.1-1090","catch_line":"Powers and duration of protected series","url":"\/13.1-1090\/","token":"13.1\/12\/16\/13.1-1090","metadata":false},{"id":55148,"structure_id":13582,"section_number":"13.1-1091","catch_line":"Governing law","url":"\/13.1-1091\/","token":"13.1\/12\/16\/13.1-1091","metadata":false},{"id":62538,"structure_id":13582,"section_number":"13.1-1092","catch_line":"Relation of operating agreement, this article, and the other articles of this chapter","url":"\/13.1-1092\/","token":"13.1\/12\/16\/13.1-1092","metadata":false},{"id":84976,"structure_id":13582,"section_number":"13.1-1093","catch_line":"Additional limitations on operating agreement","url":"\/13.1-1093\/","token":"13.1\/12\/16\/13.1-1093","metadata":false},{"id":84390,"structure_id":13582,"section_number":"13.1-1094","catch_line":"Rules for applying other articles of this chapter to specified provisions of this article","url":"\/13.1-1094\/","token":"13.1\/12\/16\/13.1-1094","metadata":false},{"id":62260,"structure_id":13582,"section_number":"13.1-1095","catch_line":"Protected series designation; amendment","url":"\/13.1-1095\/","token":"13.1\/12\/16\/13.1-1095","metadata":false},{"id":57931,"structure_id":13582,"section_number":"13.1-1096","catch_line":"Name","url":"\/13.1-1096\/","token":"13.1\/12\/16\/13.1-1096","metadata":false},{"id":56560,"structure_id":13582,"section_number":"13.1-1097","catch_line":"Registered office and registered agent","url":"\/13.1-1097\/","token":"13.1\/12\/16\/13.1-1097","metadata":false},{"id":62325,"structure_id":13582,"section_number":"13.1-1098","catch_line":"Service of process, notice, or demand","url":"\/13.1-1098\/","token":"13.1\/12\/16\/13.1-1098","metadata":false},{"id":54545,"structure_id":13582,"section_number":"13.1-1099","catch_line":"Effectiveness of notice","url":"\/13.1-1099\/","token":"13.1\/12\/16\/13.1-1099","metadata":false},{"id":83120,"structure_id":13582,"section_number":"13.1-1099.1","catch_line":"Annual registration fees","url":"\/13.1-1099.1\/","token":"13.1\/12\/16\/13.1-1099.1","metadata":false},{"id":79166,"structure_id":13582,"section_number":"13.1-1099.10","catch_line":"Enforcement of claim against non-associated asset","url":"\/13.1-1099.10\/","token":"13.1\/12\/16\/13.1-1099.10","metadata":false},{"id":55453,"structure_id":13582,"section_number":"13.1-1099.11","catch_line":"Events causing dissolution of protected series","url":"\/13.1-1099.11\/","token":"13.1\/12\/16\/13.1-1099.11","metadata":false},{"id":63314,"structure_id":13582,"section_number":"13.1-1099.12","catch_line":"Winding up dissolved protected series; voluntary cancellation","url":"\/13.1-1099.12\/","token":"13.1\/12\/16\/13.1-1099.12","metadata":false},{"id":57119,"structure_id":13582,"section_number":"13.1-1099.13","catch_line":"Waiver of cancellation upon dissolution; reinstatement of series limited liability company","url":"\/13.1-1099.13\/","token":"13.1\/12\/16\/13.1-1099.13","metadata":false},{"id":75947,"structure_id":13582,"section_number":"13.1-1099.14","catch_line":"Protected series may not be party to entity transaction","url":"\/13.1-1099.14\/","token":"13.1\/12\/16\/13.1-1099.14","metadata":false},{"id":59476,"structure_id":13582,"section_number":"13.1-1099.15","catch_line":"Restrictions on entity transaction involving a series limited liability company or a foreign series limited liability company","url":"\/13.1-1099.15\/","token":"13.1\/12\/16\/13.1-1099.15","metadata":false},{"id":73456,"structure_id":13582,"section_number":"13.1-1099.16","catch_line":"Merger authorized; parties restricted","url":"\/13.1-1099.16\/","token":"13.1\/12\/16\/13.1-1099.16","metadata":false},{"id":77582,"structure_id":13582,"section_number":"13.1-1099.17","catch_line":"Plan of merger","url":"\/13.1-1099.17\/","token":"13.1\/12\/16\/13.1-1099.17","metadata":false},{"id":69595,"structure_id":13582,"section_number":"13.1-1099.18","catch_line":"Articles of merger","url":"\/13.1-1099.18\/","token":"13.1\/12\/16\/13.1-1099.18","metadata":false},{"id":57317,"structure_id":13582,"section_number":"13.1-1099.19","catch_line":"Effect of merger","url":"\/13.1-1099.19\/","token":"13.1\/12\/16\/13.1-1099.19","metadata":false},{"id":87340,"structure_id":13582,"section_number":"13.1-1099.2","catch_line":"Associated assets","url":"\/13.1-1099.2\/","token":"13.1\/12\/16\/13.1-1099.2","metadata":false},{"id":84015,"structure_id":13582,"section_number":"13.1-1099.20","catch_line":"Application of \u00a7 13.1-1099.10 after merger","url":"\/13.1-1099.20\/","token":"13.1\/12\/16\/13.1-1099.20","metadata":false},{"id":81612,"structure_id":13582,"section_number":"13.1-1099.21","catch_line":"Governing law; foreign series limited liability companies and foreign protected series","url":"\/13.1-1099.21\/","token":"13.1\/12\/16\/13.1-1099.21","metadata":false},{"id":63955,"structure_id":13582,"section_number":"13.1-1099.22","catch_line":"No attribution of activities constituting transacting business or for establishing jurisdiction","url":"\/13.1-1099.22\/","token":"13.1\/12\/16\/13.1-1099.22","metadata":false},{"id":67053,"structure_id":13582,"section_number":"13.1-1099.23","catch_line":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","url":"\/13.1-1099.23\/","token":"13.1\/12\/16\/13.1-1099.23","metadata":false},{"id":74322,"structure_id":13582,"section_number":"13.1-1099.24","catch_line":"Disclosure required when foreign series limited liability company or foreign protected series subject to proceeding","url":"\/13.1-1099.24\/","token":"13.1\/12\/16\/13.1-1099.24","metadata":false},{"id":73126,"structure_id":13582,"section_number":"13.1-1099.25","catch_line":"Uniformity of application and construction","url":"\/13.1-1099.25\/","token":"13.1\/12\/16\/13.1-1099.25","metadata":false},{"id":70064,"structure_id":13582,"section_number":"13.1-1099.26","catch_line":"Effect on certain actions","url":"\/13.1-1099.26\/","token":"13.1\/12\/16\/13.1-1099.26","metadata":false},{"id":79318,"structure_id":13582,"section_number":"13.1-1099.27","catch_line":"Relation to Electronic Signatures in Global and National Commerce Act","url":"\/13.1-1099.27\/","token":"13.1\/12\/16\/13.1-1099.27","metadata":false},{"id":83034,"structure_id":13582,"section_number":"13.1-1099.3","catch_line":"Associated members","url":"\/13.1-1099.3\/","token":"13.1\/12\/16\/13.1-1099.3","metadata":false},{"id":83613,"structure_id":13582,"section_number":"13.1-1099.4","catch_line":"Protected series membership interests","url":"\/13.1-1099.4\/","token":"13.1\/12\/16\/13.1-1099.4","metadata":false},{"id":55609,"structure_id":13582,"section_number":"13.1-1099.5","catch_line":"Management","url":"\/13.1-1099.5\/","token":"13.1\/12\/16\/13.1-1099.5","metadata":false},{"id":63606,"structure_id":13582,"section_number":"13.1-1099.6","catch_line":"Right of person not associated member of protected series to information concerning protected series","url":"\/13.1-1099.6\/","token":"13.1\/12\/16\/13.1-1099.6","metadata":false},{"id":64314,"structure_id":13582,"section_number":"13.1-1099.7","catch_line":"Limitations on liability","url":"\/13.1-1099.7\/","token":"13.1\/12\/16\/13.1-1099.7","metadata":false},{"id":59684,"structure_id":13582,"section_number":"13.1-1099.8","catch_line":"Claim seeking to disregard limitation of liability","url":"\/13.1-1099.8\/","token":"13.1\/12\/16\/13.1-1099.8","metadata":false},{"id":59181,"structure_id":13582,"section_number":"13.1-1099.9","catch_line":"Remedies of judgment creditor of associated member or protected series assignee","url":"\/13.1-1099.9\/","token":"13.1\/12\/16\/13.1-1099.9","metadata":false}],"previous_section":{"id":69595,"structure_id":13582,"section_number":"13.1-1099.18","catch_line":"Articles of merger","url":"\/13.1-1099.18\/","token":"13.1\/12\/16\/13.1-1099.18","metadata":false},"next_section":{"id":87340,"structure_id":13582,"section_number":"13.1-1099.2","catch_line":"Associated assets","url":"\/13.1-1099.2\/","token":"13.1\/12\/16\/13.1-1099.2","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1099.19\/","history_text":"

This law was first created in 2019. The record of its establishment is cataloged in chapter 636<\/a> 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.<\/p>","references":false,"refers_to":[{"id":84501,"section_number":"13.1-1073","catch_line":"Effect of merger","order_by":null,"url":"\/13.1-1073\/"},{"id":73456,"section_number":"13.1-1099.16","catch_line":"Merger authorized; parties restricted","order_by":null,"url":"\/13.1-1099.16\/"}],"permalink":{"id":148673,"object_type":"law","relational_id":57317,"identifier":"13.1-1099.19","token":"13.1\/12\/16\/13.1-1099.19","url":"\/13.1-1099.19\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1099.19\/","token":"13.1\/12\/16\/13.1-1099.19","dublin_core":{"Title":"Effect of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1099.19","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

When a merger under \u00a7 13.1-1099.16<\/a> becomes effective, in addition to the effects stated in \u00a7 13.1-1073<\/a>:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> As provided in the plan of merger, each protected series of each merging company<\/span> which was established before the merger<\/span>:\n\t\t\ta. Is a relocated protected series<\/span> or continuing protected series<\/span>; or\n\t\t\tb. Is dissolved, wound up, and canceled; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Any protected series to be established as a result of the merger is established; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Any relocated protected series<\/span> or continuing protected series<\/span> is the same person<\/span> without interruption as it was before the merger<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> All property<\/span> of a relocated protected series<\/span> or continuing protected series<\/span> continues to be vested in the protected series without transfer<\/span>, reversion, or impairment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> All debts, obligations, and other liabilities of a relocated protected series<\/span> or continuing protected series<\/span> continue as debts, obligations, and other liabilities of the protected series; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Except as otherwise provided by law<\/span> or the plan of merger, all the rights, privileges<\/span>, immunities, powers, and purposes of a relocated protected series<\/span> or continuing protected series<\/span> remain in the protected series; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> The new name of a relocated protected series<\/span> may be substituted for the former name of the protected series in any pending action or proceeding; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> If provided in the plan of merger:\n\t\t\ta. A person<\/span> becomes an associated member<\/span> or protected series assignee<\/span> of a relocated protected series<\/span> or continuing protected series<\/span>;\n\t\t\tb. A person<\/span> becomes an associated member<\/span> of a protected series established by the surviving company<\/span> as a result of the merger;\n\t\t\tc. Any change in the rights or obligations of a person<\/span> in the person<\/span>’s capacity as an associated member<\/span> or protected series assignee<\/span> of a relocated protected series<\/span> or continuing protected series<\/span> takes effect; and\n\t\t\td. Any consideration to be paid to a person<\/span> that before the merger<\/span> was an associated member<\/span> or protected series assignee<\/span> of a relocated protected series<\/span> or continuing protected series<\/span> is due; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> Any person<\/span> that is a member<\/span> of a relocated protected series<\/span> becomes a member<\/span> of the surviving company<\/span>, if not already a member<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF MERGER (\u00a7 13.1-1099.19)\n\nWhen a merger under \u00a7 13.1-1099.16 becomes effective, in addition to the\neffects stated in \u00a7 13.1-1073:\n\n1. As provided in the plan of merger, each protected series of each merging\ncompany which was established before the merger:\n\t\t\ta. Is a relocated protected series or continuing protected series; or\n\t\t\tb. Is dissolved, wound up, and canceled;\n\n2. Any protected series to be established as a result of the merger is\nestablished;\n\n3. Any relocated protected series or continuing protected series is the same\nperson without interruption as it was before the merger;\n\n4. All property of a relocated protected series or continuing protected series\ncontinues to be vested in the protected series without transfer, reversion, or\nimpairment;\n\n5. All debts, obligations, and other liabilities of a relocated protected series\nor continuing protected series continue as debts, obligations, and other\nliabilities of the protected series;\n\n6. Except as otherwise provided by law or the plan of merger, all the rights,\nprivileges, immunities, powers, and purposes of a relocated protected series or\ncontinuing protected series remain in the protected series;\n\n7. The new name of a relocated protected series may be substituted for the\nformer name of the protected series in any pending action or proceeding;\n\n8. If provided in the plan of merger:\n\t\t\ta. A person becomes an associated member or protected series assignee of a\nrelocated protected series or continuing protected series;\n\t\t\tb. A person becomes an associated member of a protected series established by\nthe surviving company as a result of the merger;\n\t\t\tc. Any change in the rights or obligations of a person in the person’s\ncapacity as an associated member or protected series assignee of a relocated\nprotected series or continuing protected series takes effect; and\n\t\t\td. Any consideration to be paid to a person that before the merger was an\nassociated member or protected series assignee of a relocated protected series\nor continuing protected series is due; and\n\n9. Any person that is a member of a relocated protected series becomes a member\nof the surviving company, if not already a member.\n\nHISTORY: 2019, c. 636.","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}}