{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-545.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-545.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-545.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-545.1.html"}],"law_id":63865,"edition_id":1,"section_id":63865,"structure_id":13432,"section_number":"13.1-545.1","catch_line":"Merger with foreign professional corporation or foreign professional limited liability company","history":"1978, c. 674; 1987, c. 425; 1994, c. 349; 2008, c. 509.","full_text":"Any corporation organized under this chapter may merge with 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, or 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, only if the professional corporations and the professional limited liability companies are organized to render the same professional service, provided that (i) the merger is permitted by the laws of the jurisdiction under which each such foreign professional corporation or foreign professional limited liability company is organized, (ii) 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 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, and (iii) 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 professional 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.","order_by":null,"text":{"0":{"id":232622,"text":"Any corporation organized under this chapter may merge with 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, or 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, only if the professional corporations and the professional limited liability companies are organized to render the same professional service, provided that (i) the merger is permitted by the laws of the jurisdiction under which each such foreign professional corporation or foreign professional limited liability company is organized, (ii) 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 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, and (iii) 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 professional 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.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":13432,"edition_id":1,"name":"Professional Corporations","identifier":"7","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:53","date_modified":"2026-06-26 03:44:53","permalink":{"id":149983,"object_type":"structure","relational_id":13432,"identifier":"7","token":"13.1\/7","url":"\/13.1\/7\/","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":54397,"structure_id":13432,"section_number":"13.1-542","catch_line":"Repealed","url":"\/13.1-542\/","token":"13.1\/7\/13.1-542","metadata":false},{"id":69417,"structure_id":13432,"section_number":"13.1-542.1","catch_line":"Practice of certain professions by corporations","url":"\/13.1-542.1\/","token":"13.1\/7\/13.1-542.1","metadata":false},{"id":66461,"structure_id":13432,"section_number":"13.1-543","catch_line":"Definitions","url":"\/13.1-543\/","token":"13.1\/7\/13.1-543","metadata":false},{"id":56019,"structure_id":13432,"section_number":"13.1-544","catch_line":"Who may organize and become shareholder","url":"\/13.1-544\/","token":"13.1\/7\/13.1-544","metadata":false},{"id":58412,"structure_id":13432,"section_number":"13.1-544.1","catch_line":"Use of initials \"P.C.\" or \"PC\" in corporate name","url":"\/13.1-544.1\/","token":"13.1\/7\/13.1-544.1","metadata":false},{"id":85485,"structure_id":13432,"section_number":"13.1-544.2","catch_line":"Certificate of authority for foreign professional corporations","url":"\/13.1-544.2\/","token":"13.1\/7\/13.1-544.2","metadata":false},{"id":74138,"structure_id":13432,"section_number":"13.1-545","catch_line":"Repealed","url":"\/13.1-545\/","token":"13.1\/7\/13.1-545","metadata":false},{"id":63865,"structure_id":13432,"section_number":"13.1-545.1","catch_line":"Merger with foreign professional corporation or foreign professional limited liability company","url":"\/13.1-545.1\/","token":"13.1\/7\/13.1-545.1","metadata":false},{"id":78218,"structure_id":13432,"section_number":"13.1-546","catch_line":"How corporation may render professional services; nonprofessional employees and officers; organizers and shareholders need not be employees, etc","url":"\/13.1-546\/","token":"13.1\/7\/13.1-546","metadata":false},{"id":59843,"structure_id":13432,"section_number":"13.1-546.1","catch_line":"Professional law corporations may qualify as executor, administrator or in other fiduciary capacity","url":"\/13.1-546.1\/","token":"13.1\/7\/13.1-546.1","metadata":false},{"id":86428,"structure_id":13432,"section_number":"13.1-547","catch_line":"Professional relationships not affected; liability for debts, etc., of corporation, its directors, officers and employees","url":"\/13.1-547\/","token":"13.1\/7\/13.1-547","metadata":false},{"id":81571,"structure_id":13432,"section_number":"13.1-548","catch_line":"Corporation not to engage in other business; investment of funds","url":"\/13.1-548\/","token":"13.1\/7\/13.1-548","metadata":false},{"id":69102,"structure_id":13432,"section_number":"13.1-549","catch_line":"Qualifications of shareholders; special provisions for corporations rendering services of architects, professional engineers, landscape architects and land surveyors, and using the title of certified interior designers","url":"\/13.1-549\/","token":"13.1\/7\/13.1-549","metadata":false},{"id":55582,"structure_id":13432,"section_number":"13.1-549.1","catch_line":"Special provision for corporation engaged in practice of accounting","url":"\/13.1-549.1\/","token":"13.1\/7\/13.1-549.1","metadata":false},{"id":78726,"structure_id":13432,"section_number":"13.1-549.2","catch_line":"Registration certificate required for corporation engaged in practice of law","url":"\/13.1-549.2\/","token":"13.1\/7\/13.1-549.2","metadata":false},{"id":54955,"structure_id":13432,"section_number":"13.1-549.3","catch_line":"Repealed","url":"\/13.1-549.3\/","token":"13.1\/7\/13.1-549.3","metadata":false},{"id":59747,"structure_id":13432,"section_number":"13.1-550","catch_line":"Transfer of shares","url":"\/13.1-550\/","token":"13.1\/7\/13.1-550","metadata":false},{"id":68182,"structure_id":13432,"section_number":"13.1-551","catch_line":"Disqualification of shareholder","url":"\/13.1-551\/","token":"13.1\/7\/13.1-551","metadata":false},{"id":81004,"structure_id":13432,"section_number":"13.1-552","catch_line":"Conversion into nonprofessional corporation; disposition of shares of deceased or disqualified shareholders","url":"\/13.1-552\/","token":"13.1\/7\/13.1-552","metadata":false},{"id":72408,"structure_id":13432,"section_number":"13.1-553","catch_line":"Board of directors","url":"\/13.1-553\/","token":"13.1\/7\/13.1-553","metadata":false},{"id":57155,"structure_id":13432,"section_number":"13.1-554","catch_line":"Repealed","url":"\/13.1-554\/","token":"13.1\/7\/13.1-554","metadata":false},{"id":74742,"structure_id":13432,"section_number":"13.1-554.1","catch_line":"Income and property taxes","url":"\/13.1-554.1\/","token":"13.1\/7\/13.1-554.1","metadata":false},{"id":63969,"structure_id":13432,"section_number":"13.1-555","catch_line":"Merger","url":"\/13.1-555\/","token":"13.1\/7\/13.1-555","metadata":false},{"id":81234,"structure_id":13432,"section_number":"13.1-556","catch_line":"Application of Chapter 9 or Chapter 10 of this title","url":"\/13.1-556\/","token":"13.1\/7\/13.1-556","metadata":false}],"previous_section":{"id":74138,"structure_id":13432,"section_number":"13.1-545","catch_line":"Repealed","url":"\/13.1-545\/","token":"13.1\/7\/13.1-545","metadata":false},"next_section":{"id":78218,"structure_id":13432,"section_number":"13.1-546","catch_line":"How corporation may render professional services; nonprofessional employees and officers; organizers and shareholders need not be employees, etc","url":"\/13.1-546\/","token":"13.1\/7\/13.1-546","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-545.1\/","history_text":"

This law was first created in 1978. The record of its establishment is cataloged in chapter 674 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 1978 \u201cActs\u201d aren\u2019t available online. It has been modified 3 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 1987, chapter 425; 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":150013,"object_type":"law","relational_id":63865,"identifier":"13.1-545.1","token":"13.1\/7\/13.1-545.1","url":"\/13.1-545.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-545.1\/","token":"13.1\/7\/13.1-545.1","dublin_core":{"Title":"Merger with foreign professional corporation or foreign professional limited liability company","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-545.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

Any corporation organized under this chapter may merge with 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>, or 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>, only if the professional corporations and the professional limited liability companies are organized to render the same professional service, provided that (i) the merger is permitted by the laws<\/span> of the jurisdiction<\/span> under which each such foreign professional corporation or foreign professional limited liability company is organized, (ii) 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 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, and (iii) 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 professional 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.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nMERGER WITH FOREIGN PROFESSIONAL CORPORATION OR FOREIGN PROFESSIONAL LIMITED\nLIABILITY COMPANY (\u00a7 13.1-545.1)\n\nAny corporation organized under this chapter may merge with one or more foreign\nprofessional corporations that have obtained a certificate of authority to\ntransact business in the Commonwealth pursuant to \u00a7 13.1-544.2, or one or more\nforeign professional limited liability companies that have obtained a\ncertificate of registration to transact business in the Commonwealth pursuant to\n\u00a7 13.1-1105, only if the professional corporations and the professional limited\nliability companies are organized to render the same professional service,\nprovided that (i) the merger is permitted by the laws of the jurisdiction under\nwhich each such foreign professional corporation or foreign professional limited\nliability company is organized, (ii) if the surviving or new professional\nbusiness entity is a professional corporation organized and operating under the\nlaws of the Commonwealth, all of its shareholders shall be licensed or otherwise\nlegally authorized to render the same professional service as the corporation,\nprovided that if such service is that of architects, professional engineers,\nland surveyors or certified landscape architects, or any combination thereof, at\nleast two-thirds of its shares shall be held by individuals who are licensed or\notherwise legally authorized within the Commonwealth to render the applicable\nservice, and (iii) if the surviving or new professional business entity is a\nprofessional limited liability company organized and operating under the laws of\nthe Commonwealth, all of its members and managers shall be licensed or otherwise\nlegally authorized to render the same professional service as the professional\nlimited liability company, provided that if such service is that of architects,\nprofessional engineers, land surveyors or certified landscape architects, or any\ncombination thereof, at least two-thirds of its membership interests shall be\nheld by individuals or professional business entities that are licensed or\notherwise legally authorized within the Commonwealth to render the applicable\nservice.\n\nHISTORY: 1978, c. 674; 1987, c. 425; 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}}