{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.48_3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.48_3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.48_3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.48_3.html"}],"law_id":84928,"edition_id":1,"section_id":84928,"structure_id":16609,"section_number":"50-73.48:3","catch_line":"Articles of merger","history":"1992, c. 575; 1997, c. 190; 2003, cc. 340, 597; 2004, c. 274; 2007, c. 631; 2008, c. 586.","full_text":"A\n\nAfter a plan of merger is approved by each domestic or foreign limited partnership, limited liability company, business trust or corporation that is a party to the merger, the surviving domestic or foreign partnership, limited partnership, limited liability company, business trust or corporation shall file with the Commission articles of merger executed by each party to the merger setting forth:1\n\nThe plan of merger;2\n\nIf the surviving entity of the merger is a foreign limited liability partnership not registered with the Commission pursuant to § 50-73.138, a foreign limited partnership without a certificate of registration issued by the Commission pursuant to § 50-73.54, a foreign limited liability company without a certificate of registration issued by the Commission pursuant to § 13.1-1052, a foreign business trust without a certificate of registration issued by the Commission pursuant to § 13.1-1242 or a foreign corporation without a certificate of authority issued by the Commission pursuant to § 13.1-759, the address, including street and number, if any, of its principal office under the laws of the jurisdiction in which it was formed, organized or incorporated;3\n\nA statement that the plan of merger was adopted by each domestic partnership party to the merger in accordance with § 50-73.128, each domestic limited partnership party to the merger in accordance with § 50-73.48:2, each domestic business trust party to the merger in accordance with § 13.1-1258, and by each domestic limited liability company party to the merger in accordance with § 13.1-1071; and4\n\nIf a domestic corporation is a party to the merger, any additional information required by § 13.1-720.B\n\nIf a foreign partnership, limited partnership, limited liability company, business trust or corporation is a party to the merger, the articles of merger shall contain a statement that the merger is permitted by the state or other jurisdiction under whose law the partnership, limited partnership or business trust is formed, the limited liability company is organized or the corporation is incorporated and that the foreign partnership, limited partnership, limited liability company, business trust or corporation has complied with that law in effecting the merger.C\n\nIf the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger, which shall become effective pursuant to the provisions of subsection C of § 50-73.17.D\n\nA certificate of merger shall act as a certificate of cancellation as described in § 50-73.52:4 for a domestic limited partnership that is not the surviving party to the merger, and such limited partnership’s existence shall be canceled upon the effective time and date of the certificate of merger.","order_by":null,"text":{"0":{"id":304254,"text":"After a plan of merger is approved by each domestic or foreign limited partnership, limited liability company, business trust or corporation that is a party to the merger, the surviving domestic or foreign partnership, limited partnership, limited liability company, business trust or corporation shall file with the Commission articles of merger executed by each party to the merger setting forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":304255,"text":"The plan of merger;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":304256,"text":"If the surviving entity of the merger is a foreign limited liability partnership not registered with the Commission pursuant to § 50-73.138, a foreign limited partnership without a certificate of registration issued by the Commission pursuant to § 50-73.54, a foreign limited liability company without a certificate of registration issued by the Commission pursuant to § 13.1-1052, a foreign business trust without a certificate of registration issued by the Commission pursuant to § 13.1-1242 or a foreign corporation without a certificate of authority issued by the Commission pursuant to § 13.1-759, the address, including street and number, if any, of its principal office under the laws of the jurisdiction in which it was formed, organized or incorporated;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":304257,"text":"A statement that the plan of merger was adopted by each domestic partnership party to the merger in accordance with § 50-73.128, each domestic limited partnership party to the merger in accordance with § 50-73.48:2, each domestic business trust party to the merger in accordance with § 13.1-1258, and by each domestic limited liability company party to the merger in accordance with § 13.1-1071; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":304258,"text":"If a domestic corporation is a party to the merger, any additional information required by § 13.1-720.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":304259,"text":"If a foreign partnership, limited partnership, limited liability company, business trust or corporation is a party to the merger, the articles of merger shall contain a statement that the merger is permitted by the state or other jurisdiction under whose law the partnership, limited partnership or business trust is formed, the limited liability company is organized or the corporation is incorporated and that the foreign partnership, limited partnership, limited liability company, business trust or corporation has complied with that law in effecting the merger.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":304260,"text":"If the Commission finds that the articles of merger comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of merger, which shall become effective pursuant to the provisions of subsection C of § 50-73.17.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"7":{"id":304261,"text":"A certificate of merger shall act as a certificate of cancellation as described in § 50-73.52:4 for a domestic limited partnership that is not the surviving party to the merger, and such limited partnership’s existence shall be canceled upon the effective time and date of the certificate of merger.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":16609,"edition_id":1,"name":"Merger","identifier":"7.1","label":"article","depth":3,"order_by":1,"parent_id":13364,"metadata":{},"date_created":"2026-06-26 04:27:18","date_modified":"2026-06-26 04:27:18","permalink":{"id":234561,"object_type":"structure","relational_id":16609,"identifier":"7.1","token":"50\/2.1\/7.1","url":"\/50\/2.1\/7.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13364,"edition_id":1,"name":"Virginia Revised Uniform Limited Partnership Act","identifier":"2.1","label":"chapter","depth":2,"order_by":1,"parent_id":12957,"metadata":{},"date_created":"2026-06-26 03:44:43","date_modified":"2026-06-26 03:44:43","permalink":{"id":234243,"object_type":"structure","relational_id":13364,"identifier":"2.1","token":"50\/2.1","url":"\/50\/2.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12957,"edition_id":1,"name":"Partnerships","identifier":"50","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:44:04","date_modified":"2026-06-26 03:44:04","permalink":{"id":234229,"object_type":"structure","relational_id":12957,"identifier":"50","token":"50","url":"\/50\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":83653,"structure_id":16609,"section_number":"50-73.48:1","catch_line":"Merger","url":"\/50-73.48_1\/","token":"50\/2.1\/7.1\/50-73.48_1","metadata":false},{"id":77791,"structure_id":16609,"section_number":"50-73.48:2","catch_line":"Approval of merger by domestic limited partnership","url":"\/50-73.48_2\/","token":"50\/2.1\/7.1\/50-73.48_2","metadata":false},{"id":84928,"structure_id":16609,"section_number":"50-73.48:3","catch_line":"Articles of merger","url":"\/50-73.48_3\/","token":"50\/2.1\/7.1\/50-73.48_3","metadata":false},{"id":72561,"structure_id":16609,"section_number":"50-73.48:4","catch_line":"Effect of merger","url":"\/50-73.48_4\/","token":"50\/2.1\/7.1\/50-73.48_4","metadata":false},{"id":79005,"structure_id":16609,"section_number":"50-73.48:5","catch_line":"Abandonment of merger","url":"\/50-73.48_5\/","token":"50\/2.1\/7.1\/50-73.48_5","metadata":false}],"previous_section":{"id":77791,"structure_id":16609,"section_number":"50-73.48:2","catch_line":"Approval of merger by domestic limited partnership","url":"\/50-73.48_2\/","token":"50\/2.1\/7.1\/50-73.48_2","metadata":false},"next_section":{"id":72561,"structure_id":16609,"section_number":"50-73.48:4","catch_line":"Effect of merger","url":"\/50-73.48_4\/","token":"50\/2.1\/7.1\/50-73.48_4","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.48:3\/","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 5 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, chapters 340<\/a> and 597<\/a>; in 2004, chapter 274<\/a>; in 2007, chapter 631<\/a>; in 2008, chapter 586<\/a>.<\/p>","references":[{"id":80555,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1060\/"},{"id":80217,"section_number":"13.1-1250","catch_line":"Merger of foreign business trust registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1250\/"},{"id":79297,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-766.1\/"},{"id":83653,"section_number":"50-73.48:1","catch_line":"Merger","order_by":null,"url":"\/50-73.48_1\/"},{"id":54628,"section_number":"50-73.57:2","catch_line":"Merger of foreign limited partnership registered to transact business in Commonwealth","order_by":null,"url":"\/50-73.57_2\/"}],"refers_to":[{"id":75972,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1052\/"},{"id":85965,"section_number":"13.1-1071","catch_line":"Action on a plan of merger","order_by":null,"url":"\/13.1-1071\/"},{"id":65259,"section_number":"13.1-1242","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1242\/"},{"id":85723,"section_number":"13.1-1258","catch_line":"Approval","order_by":null,"url":"\/13.1-1258\/"},{"id":79232,"section_number":"13.1-759","catch_line":"Application for certificate of authority","order_by":null,"url":"\/13.1-759\/"},{"id":77620,"section_number":"50-73.128","catch_line":"Merger of partnerships","order_by":null,"url":"\/50-73.128\/"},{"id":63348,"section_number":"50-73.138","catch_line":"Registration of foreign registered limited liability partnerships","order_by":null,"url":"\/50-73.138\/"},{"id":77791,"section_number":"50-73.48:2","catch_line":"Approval of merger by domestic limited partnership","order_by":null,"url":"\/50-73.48_2\/"},{"id":81501,"section_number":"50-73.52:4","catch_line":"Certificate of cancellation","order_by":null,"url":"\/50-73.52_4\/"},{"id":81864,"section_number":"50-73.54","catch_line":"Application for certificate of registration","order_by":null,"url":"\/50-73.54\/"}],"permalink":{"id":234571,"object_type":"law","relational_id":84928,"identifier":"50-73.48:3","token":"50\/2.1\/7.1\/50-73.48_3","url":"\/50-73.48_3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.48_3\/","token":"50\/2.1\/7.1\/50-73.48_3","dublin_core":{"Title":"Articles of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.48:3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After a plan of merger is approved by each domestic or foreign limited partnership<\/span>, limited liability company, business trust or corporation that is a party<\/span> to the merger, the surviving domestic or foreign partnership<\/span>, limited partnership, limited liability company, business trust or corporation shall file with the Commission<\/span> articles of merger executed by each party<\/span> to the merger setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The plan of merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the surviving entity<\/span> of the merger is a foreign limited liability partnership not registered with the Commission<\/span> pursuant to § 50-73.138<\/a>, a foreign limited partnership<\/span> without a certificate of registration issued by the Commission<\/span> pursuant to § 50-73.54<\/a>, a foreign limited liability company<\/span> without a certificate of registration issued by the Commission<\/span> pursuant to § 13.1-1052<\/a>, a foreign business trust<\/span> without a certificate of registration issued by the Commission<\/span> pursuant to § 13.1-1242<\/a> or a foreign corporation<\/span> without a certificate of authority issued by the Commission<\/span> pursuant to § 13.1-759<\/a>, the address, including street and number, if any, of its principal office<\/span> under the laws<\/span> of the jurisdiction<\/span> in which it was formed, organized or incorporated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A statement that the plan of merger was adopted by each domestic partnership<\/span> party<\/span> to the merger in accordance with § 50-73.128<\/a>, each domestic limited partnership<\/span> party<\/span> to the merger in accordance with § 50-73.48:2<\/a>, each domestic business trust<\/span> party<\/span> to the merger in accordance with § 13.1-1258<\/a>, and by each domestic limited liability company<\/span> party<\/span> to the merger in accordance with § 13.1-1071<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If a domestic corporation<\/span> is a party<\/span> to the merger, any additional information required by § 13.1-720<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If a foreign partnership<\/span>, limited partnership, limited liability company, business trust or corporation is a party<\/span> to the merger, the articles of merger shall contain a statement that the merger is permitted by the state<\/span> or other jurisdiction<\/span> under whose law<\/span> the partnership, limited partnership or business trust is formed, the limited liability company is organized or the corporation is incorporated and that the foreign partnership<\/span>, limited partnership, limited liability company, business trust or corporation has complied with that law<\/span> in effecting the merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the Commission<\/span> finds that the articles of merger comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of merger, which shall become effective pursuant to the provisions of subsection C of § 50-73.17<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A certificate of merger shall act as a certificate of cancellation as described in § 50-73.52:4<\/a> for a domestic limited partnership<\/span> that is not the surviving party<\/span> to the merger, and such limited partnership’s existence shall be canceled upon the effective time and date of the certificate of merger. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF MERGER (\u00a7 50-73.48:3)\n\nA. After a plan of merger is approved by each domestic or foreign limited\npartnership, limited liability company, business trust or corporation that is a\nparty to the merger, the surviving domestic or foreign partnership, limited\npartnership, limited liability company, business trust or corporation shall file\nwith the Commission articles of merger executed by each party to the merger\nsetting forth:\n\n 1. The plan of merger;\n\n 2. If the surviving entity of the merger is a foreign limited liability\n partnership not registered with the Commission pursuant to § 50-73.138, a\n foreign limited partnership without a certificate of registration issued by\n the Commission pursuant to § 50-73.54, a foreign limited liability\n company without a certificate of registration issued by the Commission\n pursuant to § 13.1-1052, a foreign business trust without a certificate\n of registration issued by the Commission pursuant to § 13.1-1242 or a\n foreign corporation without a certificate of authority issued by the\n Commission pursuant to § 13.1-759, the address, including street and\n number, if any, of its principal office under the laws of the jurisdiction in\n which it was formed, organized or incorporated;\n\n 3. A statement that the plan of merger was adopted by each domestic\n partnership party to the merger in accordance with § 50-73.128, each\n domestic limited partnership party to the merger in accordance with §\n 50-73.48:2, each domestic business trust party to the merger in accordance\n with § 13.1-1258, and by each domestic limited liability company party to\n the merger in accordance with § 13.1-1071; and\n\n 4. If a domestic corporation is a party to the merger, any additional\n information required by § 13.1-720.\n\nB. If a foreign partnership, limited partnership, limited liability company,\nbusiness trust or corporation is a party to the merger, the articles of merger\nshall contain a statement that the merger is permitted by the state or other\njurisdiction under whose law the partnership, limited partnership or business\ntrust is formed, the limited liability company is organized or the corporation\nis incorporated and that the foreign partnership, limited partnership, limited\nliability company, business trust or corporation has complied with that law in\neffecting the merger.\n\nC. If the Commission finds that the articles of merger comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of merger, which shall become effective pursuant to the provisions\nof subsection C of § 50-73.17.\n\nD. A certificate of merger shall act as a certificate of cancellation as\ndescribed in § 50-73.52:4 for a domestic limited partnership that is not\nthe surviving party to the merger, and such limited partnership’s\nexistence shall be canceled upon the effective time and date of the certificate\nof merger.\n\nHISTORY: 1992, c. 575; 1997, c. 190; 2003, cc. 340, 597; 2004, c. 274; 2007, c.\n631; 2008, c. 586.","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}}