{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1250.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1250.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1250.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1250.html"}],"law_id":80217,"edition_id":1,"section_id":80217,"structure_id":15409,"section_number":"13.1-1250","catch_line":"Merger of foreign business trust registered to transact business in Commonwealth","history":"2002, c. 621; 2008, c. 101.","full_text":"A\n\nWhenever a foreign business trust registered to transact business in this Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it is organized, and that business trust is the surviving entity of the merger, it shall, within 30 days after the merger becomes effective, file with the Commission a copy of the instrument of merger duly authenticated by the secretary of state or other official having custody of business trust records in the state or other jurisdiction under whose laws the merger was effected. However, the filing shall not be required when a foreign business trust merges with a domestic corporation, limited liability company, limited partnership, business trust, or partnership; the foreign business trust’s articles of trust or other constituent documents are not amended by the merger; and the articles or statement of merger filed on behalf of the domestic corporation, limited liability company, limited partnership, business trust, or partnership pursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131 contains a statement that the merger is permitted under the laws of the state or other jurisdiction in which the foreign business trust is formed and that the foreign business trust has complied with that law in effecting the merger.B\n\nWhenever a foreign business trust registered to transact business in this Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under the laws of which it is organized, and that business trust is not the surviving entity of the merger, the surviving entity shall, if not continuing to transact business in this Commonwealth, within 30 days after such merger becomes effective, deliver to the Commission a copy of the instrument of merger duly authenticated by the secretary of state or other official having custody of business trust records in the state or other jurisdiction under whose laws the merger was effected, and comply on behalf of the predecessor business trust with the provisions of § 13.1-1246. If the surviving entity is to continue to transact business in this Commonwealth and has not received a certificate of authority to transact business in this Commonwealth or registered as a foreign business entity it shall, within 30 days after the merger becomes effective, deliver to the Commission an application (i) if a foreign business trust, for registration as a foreign business trust, (ii) if a foreign limited liability company, for registration as a foreign limited liability company, (iii) if a foreign limited partnership, for registration as a foreign limited partnership or (iv) if a foreign corporation, for a certificate of authority to transact business in this Commonwealth, together with a duly authenticated copy of the instrument of merger and also a copy of its articles of trust, articles of organization, certificate of limited partnership or articles of incorporation and all amendments thereto, duly authenticated by the secretary of state or other official having custody of the business trust, limited liability company, limited partnership or corporate records in the state or other jurisdiction under whose laws it is organized, formed or incorporated.C\n\nUpon the merger of a foreign business trust with one or more foreign business trusts, limited liability companies, limited partnerships or corporations, all property in this Commonwealth owned by any of the business trusts, limited liability companies, limited partnerships or corporations shall pass to the surviving business trust, limited liability company, limited partnership or corporation except as otherwise provided by the laws of the jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of merger is filed with the Commission.","order_by":null,"text":{"0":{"id":287160,"text":"Whenever a foreign business trust registered to transact business in this Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it is organized, and that business trust is the surviving entity of the merger, it shall, within 30 days after the merger becomes effective, file with the Commission a copy of the instrument of merger duly authenticated by the secretary of state or other official having custody of business trust records in the state or other jurisdiction under whose laws the merger was effected. However, the filing shall not be required when a foreign business trust merges with a domestic corporation, limited liability company, limited partnership, business trust, or partnership; the foreign business trust’s articles of trust or other constituent documents are not amended by the merger; and the articles or statement of merger filed on behalf of the domestic corporation, limited liability company, limited partnership, business trust, or partnership pursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131 contains a statement that the merger is permitted under the laws of the state or other jurisdiction in which the foreign business trust is formed and that the foreign business trust has complied with that law in effecting the merger.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":287161,"text":"Whenever a foreign business trust registered to transact business in this Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under the laws of which it is organized, and that business trust is not the surviving entity of the merger, the surviving entity shall, if not continuing to transact business in this Commonwealth, within 30 days after such merger becomes effective, deliver to the Commission a copy of the instrument of merger duly authenticated by the secretary of state or other official having custody of business trust records in the state or other jurisdiction under whose laws the merger was effected, and comply on behalf of the predecessor business trust with the provisions of § 13.1-1246. If the surviving entity is to continue to transact business in this Commonwealth and has not received a certificate of authority to transact business in this Commonwealth or registered as a foreign business entity it shall, within 30 days after the merger becomes effective, deliver to the Commission an application (i) if a foreign business trust, for registration as a foreign business trust, (ii) if a foreign limited liability company, for registration as a foreign limited liability company, (iii) if a foreign limited partnership, for registration as a foreign limited partnership or (iv) if a foreign corporation, for a certificate of authority to transact business in this Commonwealth, together with a duly authenticated copy of the instrument of merger and also a copy of its articles of trust, articles of organization, certificate of limited partnership or articles of incorporation and all amendments thereto, duly authenticated by the secretary of state or other official having custody of the business trust, limited liability company, limited partnership or corporate records in the state or other jurisdiction under whose laws it is organized, formed or incorporated.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":287162,"text":"Upon the merger of a foreign business trust with one or more foreign business trusts, limited liability companies, limited partnerships or corporations, all property in this Commonwealth owned by any of the business trusts, limited liability companies, limited partnerships or corporations shall pass to the surviving business trust, limited liability company, limited partnership or corporation except as otherwise provided by the laws of the jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of merger is filed with the Commission.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":15409,"edition_id":1,"name":"Foreign Business Trusts","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12745,"metadata":{},"date_created":"2026-06-26 03:54:42","date_modified":"2026-06-26 03:54:42","permalink":{"id":149455,"object_type":"structure","relational_id":15409,"identifier":"9","token":"13.1\/14\/9","url":"\/13.1\/14\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12745,"edition_id":1,"name":"Virginia Business Trust Act","identifier":"14","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":149111,"object_type":"structure","relational_id":12745,"identifier":"14","token":"13.1\/14","url":"\/13.1\/14\/","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":77250,"structure_id":15409,"section_number":"13.1-1241","catch_line":"Authority to transact business required; governing law","url":"\/13.1-1241\/","token":"13.1\/14\/9\/13.1-1241","metadata":false},{"id":65259,"structure_id":15409,"section_number":"13.1-1242","catch_line":"Application for certificate of registration","url":"\/13.1-1242\/","token":"13.1\/14\/9\/13.1-1242","metadata":false},{"id":69880,"structure_id":15409,"section_number":"13.1-1243","catch_line":"Repealed","url":"\/13.1-1243\/","token":"13.1\/14\/9\/13.1-1243","metadata":false},{"id":83737,"structure_id":15409,"section_number":"13.1-1244","catch_line":"Name","url":"\/13.1-1244\/","token":"13.1\/14\/9\/13.1-1244","metadata":false},{"id":87189,"structure_id":15409,"section_number":"13.1-1245","catch_line":"Amendments; amended applications for registration","url":"\/13.1-1245\/","token":"13.1\/14\/9\/13.1-1245","metadata":false},{"id":80776,"structure_id":15409,"section_number":"13.1-1246","catch_line":"Voluntary cancellation of certificate of registration","url":"\/13.1-1246\/","token":"13.1\/14\/9\/13.1-1246","metadata":false},{"id":66132,"structure_id":15409,"section_number":"13.1-1246.1","catch_line":"Automatic cancellation of registration","url":"\/13.1-1246.1\/","token":"13.1\/14\/9\/13.1-1246.1","metadata":false},{"id":58680,"structure_id":15409,"section_number":"13.1-1246.2","catch_line":"Involuntary cancellation of registration","url":"\/13.1-1246.2\/","token":"13.1\/14\/9\/13.1-1246.2","metadata":false},{"id":75732,"structure_id":15409,"section_number":"13.1-1246.3","catch_line":"Reinstatement of a certificate of registration that has been canceled","url":"\/13.1-1246.3\/","token":"13.1\/14\/9\/13.1-1246.3","metadata":false},{"id":64625,"structure_id":15409,"section_number":"13.1-1247","catch_line":"Transaction of business without registration; civil penalty","url":"\/13.1-1247\/","token":"13.1\/14\/9\/13.1-1247","metadata":false},{"id":67656,"structure_id":15409,"section_number":"13.1-1248","catch_line":"Actions by Attorney General","url":"\/13.1-1248\/","token":"13.1\/14\/9\/13.1-1248","metadata":false},{"id":59725,"structure_id":15409,"section_number":"13.1-1249","catch_line":"Transactions not constituting doing business","url":"\/13.1-1249\/","token":"13.1\/14\/9\/13.1-1249","metadata":false},{"id":80217,"structure_id":15409,"section_number":"13.1-1250","catch_line":"Merger of foreign business trust registered to transact business in Commonwealth","url":"\/13.1-1250\/","token":"13.1\/14\/9\/13.1-1250","metadata":false},{"id":59164,"structure_id":15409,"section_number":"13.1-1250.1","catch_line":"Entity conversion of foreign business trust registered to transact business in Commonwealth","url":"\/13.1-1250.1\/","token":"13.1\/14\/9\/13.1-1250.1","metadata":false}],"previous_section":{"id":59725,"structure_id":15409,"section_number":"13.1-1249","catch_line":"Transactions not constituting doing business","url":"\/13.1-1249\/","token":"13.1\/14\/9\/13.1-1249","metadata":false},"next_section":{"id":59164,"structure_id":15409,"section_number":"13.1-1250.1","catch_line":"Entity conversion of foreign business trust registered to transact business in Commonwealth","url":"\/13.1-1250.1\/","token":"13.1\/14\/9\/13.1-1250.1","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1250\/","history_text":"

This law was first created in 2002. The record of its establishment is cataloged in chapter 621<\/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. It has been modified 1 time. 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. That modification is as follows: in 2008, chapter 101<\/a>.<\/p>","references":[{"id":65920,"section_number":"13.1-1204","catch_line":"Fees for filing documents and issuing certificates","order_by":null,"url":"\/13.1-1204\/"}],"refers_to":[{"id":59408,"section_number":"13.1-1072","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1072\/"},{"id":80776,"section_number":"13.1-1246","catch_line":"Voluntary cancellation of certificate of registration","order_by":null,"url":"\/13.1-1246\/"},{"id":71717,"section_number":"13.1-1261","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1261\/"},{"id":68388,"section_number":"13.1-720","catch_line":"Articles of merger or share exchange","order_by":null,"url":"\/13.1-720\/"},{"id":66295,"section_number":"50-73.131","catch_line":"Statement of merger","order_by":null,"url":"\/50-73.131\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"}],"permalink":{"id":149505,"object_type":"law","relational_id":80217,"identifier":"13.1-1250","token":"13.1\/14\/9\/13.1-1250","url":"\/13.1-1250\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1250\/","token":"13.1\/14\/9\/13.1-1250","dublin_core":{"Title":"Merger of foreign business trust registered to transact business in Commonwealth","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1250","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever a foreign business trust<\/span> registered to transact business in this Commonwealth is a party<\/span> to a merger permitted by the laws<\/span> of the state or other jurisdiction<\/span> under whose laws<\/span> it is organized, and that business trust is the surviving entity<\/span> of the merger, it shall, within 30 days after the merger becomes effective, file with the Commission<\/span> a copy of the instrument of merger duly authenticated by the secretary of state or other official having custody<\/span> of business trust records in the state or other jurisdiction<\/span> under whose laws<\/span> the merger was effected. However, the filing shall not be required when a foreign business trust<\/span> merges with a domestic corporation<\/span>, limited liability company, limited partnership, business trust, or partnership; the foreign business trust<\/span>’s articles of trust<\/span> or other constituent documents are not amended by the merger; and the articles or statement of merger filed on behalf of the domestic corporation<\/span>, limited liability company, limited partnership, business trust, or partnership pursuant to § 13.1-720<\/a>, 13.1-1072<\/a>, 13.1-1261<\/a>, 50-73.48:3<\/a>, or 50-73.131<\/a> contains a statement that the merger is permitted under the laws<\/span> of the state or other jurisdiction<\/span> in which the foreign business trust<\/span> is formed and that the foreign business trust<\/span> has complied with that law<\/span> in effecting the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Whenever a foreign business trust<\/span> registered to transact business in this Commonwealth is a party<\/span> to a merger permitted by the laws<\/span> of the state or other jurisdiction<\/span> under the laws<\/span> of which it is organized, and that business trust is not the surviving entity<\/span> of the merger, the surviving entity<\/span> shall, if not continuing to transact business in this Commonwealth, within 30 days after such merger becomes effective, deliver to the Commission<\/span> a copy of the instrument of merger duly authenticated by the secretary of state or other official having custody<\/span> of business trust records in the state or other jurisdiction<\/span> under whose laws<\/span> the merger was effected, and comply on behalf of the predecessor business trust with the provisions of § 13.1-1246<\/a>. If the surviving entity<\/span> is to continue to transact business in this Commonwealth and has not received a certificate of authority to transact business in this Commonwealth or registered as a foreign business entity<\/span> it shall, within 30 days after the merger becomes effective, deliver to the Commission<\/span> an application (i) if a foreign business trust<\/span>, for registration as a foreign business trust<\/span>, (ii) if a foreign limited liability company<\/span>, for registration as a foreign limited liability company<\/span>, (iii) if a foreign limited partnership<\/span>, for registration as a foreign limited partnership<\/span> or (iv) if a foreign corporation<\/span>, for a certificate of authority to transact business in this Commonwealth, together with a duly authenticated copy of the instrument of merger and also a copy of its articles of trust<\/span>, articles of organization, certificate of limited partnership or articles of incorporation and all amendments thereto, duly authenticated by the secretary of state or other official having custody<\/span> of the business trust, limited liability company, limited partnership or corporate records in the state or other jurisdiction<\/span> under whose laws<\/span> it is organized, formed or incorporated. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Upon the merger of a foreign business trust<\/span> with one or more foreign business trusts<\/span>, limited liability companies, limited partnerships or corporations, all property in this Commonwealth owned by any of the business trusts, limited liability companies, limited partnerships or corporations shall pass to the surviving business trust, limited liability company, limited partnership or corporation except as otherwise provided by the laws<\/span> of the jurisdiction<\/span> by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of merger is filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER OF FOREIGN BUSINESS TRUST REGISTERED TO TRANSACT BUSINESS IN COMMONWEALTH\n(\u00a7 13.1-1250)\n\nA. Whenever a foreign business trust registered to transact business in this\nCommonwealth is a party to a merger permitted by the laws of the state or other\njurisdiction under whose laws it is organized, and that business trust is the\nsurviving entity of the merger, it shall, within 30 days after the merger\nbecomes effective, file with the Commission a copy of the instrument of merger\nduly authenticated by the secretary of state or other official having custody of\nbusiness trust records in the state or other jurisdiction under whose laws the\nmerger was effected. However, the filing shall not be required when a foreign\nbusiness trust merges with a domestic corporation, limited liability company,\nlimited partnership, business trust, or partnership; the foreign business\ntrust’s articles of trust or other constituent documents are not amended\nby the merger; and the articles or statement of merger filed on behalf of the\ndomestic corporation, limited liability company, limited partnership, business\ntrust, or partnership pursuant to § 13.1-720, 13.1-1072, 13.1-1261,\n50-73.48:3, or 50-73.131 contains a statement that the merger is permitted under\nthe laws of the state or other jurisdiction in which the foreign business trust\nis formed and that the foreign business trust has complied with that law in\neffecting the merger.\n\nB. Whenever a foreign business trust registered to transact business in this\nCommonwealth is a party to a merger permitted by the laws of the state or other\njurisdiction under the laws of which it is organized, and that business trust is\nnot the surviving entity of the merger, the surviving entity shall, if not\ncontinuing to transact business in this Commonwealth, within 30 days after such\nmerger becomes effective, deliver to the Commission a copy of the instrument of\nmerger duly authenticated by the secretary of state or other official having\ncustody of business trust records in the state or other jurisdiction under whose\nlaws the merger was effected, and comply on behalf of the predecessor business\ntrust with the provisions of § 13.1-1246. If the surviving entity is to\ncontinue to transact business in this Commonwealth and has not received a\ncertificate of authority to transact business in this Commonwealth or registered\nas a foreign business entity it shall, within 30 days after the merger becomes\neffective, deliver to the Commission an application (i) if a foreign business\ntrust, for registration as a foreign business trust, (ii) if a foreign limited\nliability company, for registration as a foreign limited liability company,\n(iii) if a foreign limited partnership, for registration as a foreign limited\npartnership or (iv) if a foreign corporation, for a certificate of authority to\ntransact business in this Commonwealth, together with a duly authenticated copy\nof the instrument of merger and also a copy of its articles of trust, articles\nof organization, certificate of limited partnership or articles of incorporation\nand all amendments thereto, duly authenticated by the secretary of state or\nother official having custody of the business trust, limited liability company,\nlimited partnership or corporate records in the state or other jurisdiction\nunder whose laws it is organized, formed or incorporated.\n\nC. Upon the merger of a foreign business trust with one or more foreign business\ntrusts, limited liability companies, limited partnerships or corporations, all\nproperty in this Commonwealth owned by any of the business trusts, limited\nliability companies, limited partnerships or corporations shall pass to the\nsurviving business trust, limited liability company, limited partnership or\ncorporation except as otherwise provided by the laws of the jurisdiction by\nwhich it is governed, but only from and after the time when a duly authenticated\ncopy of the instrument of merger is filed with the Commission.\n\nHISTORY: 2002, c. 621; 2008, c. 101.","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}}