{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1106.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1106.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1106.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1106.html"}],"law_id":54716,"edition_id":1,"section_id":54716,"structure_id":13722,"section_number":"13.1-1106","catch_line":"Merger with foreign professional limited liability company or foreign professional corporation","history":"1992, c. 574; 1994, c. 349; 2008, c. 509.","full_text":"Any limited liability company organized under this chapter may merge with one or more foreign professional limited liability companies that have obtained a certificate of registration to transact business in the Commonwealth pursuant to \u00a7 13.1-1105, or one or more foreign professional corporations that have obtained a certificate of authority to transact business in the Commonwealth pursuant to \u00a7 13.1-544.2, only if the professional limited liability companies and the professional corporations are organized to render the same professional services, provided that (i) the merger is permitted by the laws of the jurisdiction under which each such foreign professional limited liability company or foreign professional corporation is organized, (ii) if the surviving or new professional business entity is a professional limited liability company organized and operating under the laws of the Commonwealth, all of its members and managers shall be licensed or otherwise legally authorized to render the same professional service as the limited liability company, provided that if such service is that of architects, professional engineers, land surveyors or certified landscape architects, or any combination thereof, at least two-thirds of its membership interests shall be held by individuals or professional business entities that are licensed or otherwise legally authorized within the Commonwealth to render the applicable service, and (iii) if the surviving or new professional business entity is a professional corporation organized and operating under the laws of the Commonwealth, all of its shareholders shall be licensed or otherwise legally authorized to render the same professional service as the professional corporation, provided that if such service is that of architects, professional engineers, land surveyors or certified landscape architects, or any combination thereof, at least two-thirds of its shares shall be held by individuals who are licensed or otherwise legally authorized within the Commonwealth to render the applicable service.","order_by":null,"text":{"0":{"id":200860,"text":"Any limited liability company organized under this chapter may merge with one or more foreign professional limited liability companies that have obtained a certificate of registration to transact business in the Commonwealth pursuant to \u00a7 13.1-1105, or one or more foreign professional corporations that have obtained a certificate of authority to transact business in the Commonwealth pursuant to \u00a7 13.1-544.2, only if the professional limited liability companies and the professional corporations are organized to render the same professional services, provided that (i) the merger is permitted by the laws of the jurisdiction under which each such foreign professional limited liability company or foreign professional corporation is organized, (ii) if the surviving or new professional business entity is a professional limited liability company organized and operating under the laws of the Commonwealth, all of its members and managers shall be licensed or otherwise legally authorized to render the same professional service as the limited liability company, provided that if such service is that of architects, professional engineers, land surveyors or certified landscape architects, or any combination thereof, at least two-thirds of its membership interests shall be held by individuals or professional business entities that are licensed or otherwise legally authorized within the Commonwealth to render the applicable service, and (iii) if the surviving or new professional business entity is a professional corporation organized and operating under the laws of the Commonwealth, all of its shareholders shall be licensed or otherwise legally authorized to render the same professional service as the professional corporation, provided that if such service is that of architects, professional engineers, land surveyors or certified landscape architects, or any combination thereof, at least two-thirds of its shares shall be held by individuals who are licensed or otherwise legally authorized within the Commonwealth to render the applicable service.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":13722,"edition_id":1,"name":"Virginia Professional Limited Liability Company Act","identifier":"13","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:45:40","date_modified":"2026-06-26 03:45:40","permalink":{"id":149009,"object_type":"structure","relational_id":13722,"identifier":"13","token":"13.1\/13","url":"\/13.1\/13\/","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":83306,"structure_id":13722,"section_number":"13.1-1100","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-1100\/","token":"13.1\/13\/13.1-1100","metadata":false},{"id":67914,"structure_id":13722,"section_number":"13.1-1101","catch_line":"Legislative purpose","url":"\/13.1-1101\/","token":"13.1\/13\/13.1-1101","metadata":false},{"id":80168,"structure_id":13722,"section_number":"13.1-1101.1","catch_line":"Practice of certain professions by limited liability companies","url":"\/13.1-1101.1\/","token":"13.1\/13\/13.1-1101.1","metadata":false},{"id":57431,"structure_id":13722,"section_number":"13.1-1102","catch_line":"Definitions","url":"\/13.1-1102\/","token":"13.1\/13\/13.1-1102","metadata":false},{"id":65629,"structure_id":13722,"section_number":"13.1-1103","catch_line":"Who may become a member","url":"\/13.1-1103\/","token":"13.1\/13\/13.1-1103","metadata":false},{"id":70376,"structure_id":13722,"section_number":"13.1-1104","catch_line":"Use of initials \"P.L.C.,\" \"PLC,\" \"P.L.L.C.\" or \"PLLC\" in company name","url":"\/13.1-1104\/","token":"13.1\/13\/13.1-1104","metadata":false},{"id":71407,"structure_id":13722,"section_number":"13.1-1105","catch_line":"Certificate of authority for foreign professional limited liability company","url":"\/13.1-1105\/","token":"13.1\/13\/13.1-1105","metadata":false},{"id":54716,"structure_id":13722,"section_number":"13.1-1106","catch_line":"Merger with foreign professional limited liability company or foreign professional corporation","url":"\/13.1-1106\/","token":"13.1\/13\/13.1-1106","metadata":false},{"id":62219,"structure_id":13722,"section_number":"13.1-1107","catch_line":"How limited liability company may render professional services; nonprofessional employees and agents; members and managers need not be employees, etc","url":"\/13.1-1107\/","token":"13.1\/13\/13.1-1107","metadata":false},{"id":62134,"structure_id":13722,"section_number":"13.1-1108","catch_line":"Professional law limited liability company may qualify as executor, administrator or in other fiduciary capacity","url":"\/13.1-1108\/","token":"13.1\/13\/13.1-1108","metadata":false},{"id":54790,"structure_id":13722,"section_number":"13.1-1109","catch_line":"Professional relationships not affected; liability for debts, etc., of limited liability company, its members, managers, employees, and agents","url":"\/13.1-1109\/","token":"13.1\/13\/13.1-1109","metadata":false},{"id":62964,"structure_id":13722,"section_number":"13.1-1110","catch_line":"Professional limited liability company not to engage in other business; investment of funds","url":"\/13.1-1110\/","token":"13.1\/13\/13.1-1110","metadata":false},{"id":70033,"structure_id":13722,"section_number":"13.1-1111","catch_line":"Qualifications of members and managers; special provisions for limited liability companies rendering service of architects, professional engineers, land surveyors and landscape architects, and using the title of certified interior designers","url":"\/13.1-1111\/","token":"13.1\/13\/13.1-1111","metadata":false},{"id":80980,"structure_id":13722,"section_number":"13.1-1112","catch_line":"Special provision for limited liability company engaged in practice of accounting","url":"\/13.1-1112\/","token":"13.1\/13\/13.1-1112","metadata":false},{"id":78944,"structure_id":13722,"section_number":"13.1-1113","catch_line":"Registration certificate required for limited liability company engaged in practice of law","url":"\/13.1-1113\/","token":"13.1\/13\/13.1-1113","metadata":false},{"id":56941,"structure_id":13722,"section_number":"13.1-1114","catch_line":"Repealed","url":"\/13.1-1114\/","token":"13.1\/13\/13.1-1114","metadata":false},{"id":76113,"structure_id":13722,"section_number":"13.1-1115","catch_line":"Transfer of membership interests","url":"\/13.1-1115\/","token":"13.1\/13\/13.1-1115","metadata":false},{"id":73170,"structure_id":13722,"section_number":"13.1-1116","catch_line":"Disqualification of member, manager, agent or employee","url":"\/13.1-1116\/","token":"13.1\/13\/13.1-1116","metadata":false},{"id":59572,"structure_id":13722,"section_number":"13.1-1117","catch_line":"Conversion into nonprofessional company; disposition of membership interests of deceased or disqualified members","url":"\/13.1-1117\/","token":"13.1\/13\/13.1-1117","metadata":false},{"id":82390,"structure_id":13722,"section_number":"13.1-1118","catch_line":"Management","url":"\/13.1-1118\/","token":"13.1\/13\/13.1-1118","metadata":false},{"id":74108,"structure_id":13722,"section_number":"13.1-1119","catch_line":"Repealed","url":"\/13.1-1119\/","token":"13.1\/13\/13.1-1119","metadata":false},{"id":72527,"structure_id":13722,"section_number":"13.1-1120","catch_line":"Income and property taxes","url":"\/13.1-1120\/","token":"13.1\/13\/13.1-1120","metadata":false},{"id":77894,"structure_id":13722,"section_number":"13.1-1121","catch_line":"Merger","url":"\/13.1-1121\/","token":"13.1\/13\/13.1-1121","metadata":false},{"id":67429,"structure_id":13722,"section_number":"13.1-1122","catch_line":"Application of Chapter 12 of this title","url":"\/13.1-1122\/","token":"13.1\/13\/13.1-1122","metadata":false},{"id":83643,"structure_id":13722,"section_number":"13.1-1123","catch_line":"Coordination with other provisions of Virginia Code","url":"\/13.1-1123\/","token":"13.1\/13\/13.1-1123","metadata":false}],"previous_section":{"id":71407,"structure_id":13722,"section_number":"13.1-1105","catch_line":"Certificate of authority for foreign professional limited liability company","url":"\/13.1-1105\/","token":"13.1\/13\/13.1-1105","metadata":false},"next_section":{"id":62219,"structure_id":13722,"section_number":"13.1-1107","catch_line":"How limited liability company may render professional services; nonprofessional employees and agents; members and managers need not be employees, etc","url":"\/13.1-1107\/","token":"13.1\/13\/13.1-1107","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1106\/","history_text":"

This law was first created in 1992. The record of its establishment is cataloged in chapter 574 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 1994, chapter 349<\/a>; in 2008, chapter 509<\/a>.<\/p>","references":false,"refers_to":[{"id":71407,"section_number":"13.1-1105","catch_line":"Certificate of authority for foreign professional limited liability company","order_by":null,"url":"\/13.1-1105\/"},{"id":85485,"section_number":"13.1-544.2","catch_line":"Certificate of authority for foreign professional corporations","order_by":null,"url":"\/13.1-544.2\/"}],"permalink":{"id":149039,"object_type":"law","relational_id":54716,"identifier":"13.1-1106","token":"13.1\/13\/13.1-1106","url":"\/13.1-1106\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1106\/","token":"13.1\/13\/13.1-1106","dublin_core":{"Title":"Merger with foreign professional limited liability company or foreign professional corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1106","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Any limited liability company organized under this chapter may merge with one or more foreign professional limited liability companies that have obtained a certificate of registration to transact business in the Commonwealth pursuant to \u00a7 13.1-1105<\/a>, or one or more foreign professional corporations that have obtained a certificate of authority to transact business in the Commonwealth pursuant to \u00a7 13.1-544.2<\/a>, only if the professional limited liability companies and the professional corporations are organized to render the same professional services, provided that (i) the merger is permitted by the laws<\/span> of the jurisdiction<\/span> under which each such foreign professional limited liability company or foreign professional corporation is organized, (ii) if the surviving or new professional business entity is a professional limited liability company organized and operating under the laws<\/span> of the Commonwealth, all of its members and managers shall be licensed or otherwise legally authorized to render the same professional service as the limited liability company, provided that if such service is that of architects, professional engineers, land surveyors or certified landscape architects, or any combination thereof, at least two-thirds of its membership interests shall be held by individuals or professional business entities that are licensed or otherwise legally authorized within the Commonwealth to render the applicable service, and (iii) if the surviving or new professional business entity is a professional corporation organized and operating under the laws<\/span> of the Commonwealth, all of its shareholders shall be licensed or otherwise legally authorized to render the same professional service as the professional corporation, provided that if such service is that of architects, professional engineers, land surveyors or certified landscape architects, or any combination thereof, at least two-thirds of its shares shall be held by individuals who are licensed or otherwise legally authorized within the Commonwealth to render the applicable service.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER WITH FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANY OR FOREIGN\nPROFESSIONAL CORPORATION (\u00a7 13.1-1106)\n\nAny limited liability company organized under this chapter may merge with one or\nmore foreign professional limited liability companies that have obtained a\ncertificate of registration to transact business in the Commonwealth pursuant to\n\u00a7 13.1-1105, or one or more foreign professional corporations that have\nobtained a certificate of authority to transact business in the Commonwealth\npursuant to \u00a7 13.1-544.2, only if the professional limited liability companies\nand the professional corporations are organized to render the same professional\nservices, provided that (i) the merger is permitted by the laws of the\njurisdiction under which each such foreign professional limited liability\ncompany or foreign professional corporation is organized, (ii) if the surviving\nor new professional business entity is a professional limited liability company\norganized and operating under the laws of the Commonwealth, all of its members\nand managers shall be licensed or otherwise legally authorized to render the\nsame professional service as the limited liability company, provided that if\nsuch service is that of architects, professional engineers, land surveyors or\ncertified landscape architects, or any combination thereof, at least two-thirds\nof its membership interests shall be held by individuals or professional\nbusiness entities that are licensed or otherwise legally authorized within the\nCommonwealth to render the applicable service, and (iii) if the surviving or new\nprofessional business entity is a professional corporation organized and\noperating under the laws of the Commonwealth, all of its shareholders shall be\nlicensed or otherwise legally authorized to render the same professional service\nas the professional corporation, provided that if such service is that of\narchitects, professional engineers, land surveyors or certified landscape\narchitects, or any combination thereof, at least two-thirds of its shares shall\nbe held by individuals who are licensed or otherwise legally authorized within\nthe Commonwealth to render the applicable service.\n\nHISTORY: 1992, c. 574; 1994, c. 349; 2008, c. 509.","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}}