{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/50-73.57_2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/50-73.57_2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/50-73.57_2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/50-73.57_2.html"}],"law_id":54628,"edition_id":1,"section_id":54628,"structure_id":13654,"section_number":"50-73.57:2","catch_line":"Merger of foreign limited partnership registered to transact business in Commonwealth","history":"1992, c. 575; 1997, c. 190; 2004, c. 274; 2008, c. 586.","full_text":"A\n\nWhenever a foreign limited partnership that is registered to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it is formed, and that limited partnership 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 limited partnership records in the state or other jurisdiction under whose laws the merger was effected. However, the filing shall not be required when a foreign limited partnership merges with a domestic corporation, limited liability company, limited partnership, business trust, or partnership; the foreign limited partnership’s certificate of limited partnership or, if there is no such certificate, partnership agreement or other constituent document, is 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 limited partnership is formed and that the foreign limited partnership has complied with that law in effecting the merger.B\n\nWhenever a foreign limited partnership that is registered to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under the laws of which it is formed, and that limited partnership is not the surviving entity of the merger, the surviving partnership, limited partnership, limited liability company, business trust, or corporation shall, if not continuing to transact business in the Commonwealth, within 30 days after the 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 limited partnership records in the state or other jurisdiction under whose laws the merger was effected, and comply in behalf of the predecessor limited partnership with § 50-73.58. If a surviving business trust, registered limited liability partnership, limited partnership, limited liability company or corporation is to continue to transact business in the Commonwealth and has not registered with the Commission as a foreign registered limited liability partnership under § 50-73.138, as a foreign limited partnership under § 50-73.54, as a foreign business trust under § 13.1-1242, or as a foreign limited liability company under § 13.1-1052 or received a certificate of authority to transact business in the Commonwealth as a foreign corporation, as the case may be, it shall, within 30 days after the merger becomes effective, deliver to the Commission an application, if a foreign registered limited liability partnership, for registration as a foreign registered limited liability partnership, if a foreign limited partnership, for registration as a foreign limited partnership, if a foreign limited liability company, for registration as a foreign limited liability company, if a foreign business trust, for registration as a foreign business trust, or, if a foreign corporation, for a certificate of authority to transact business in the Commonwealth, together with a duly authenticated copy of the instrument of merger and also a copy of its partnership certificate, statement of registered limited liability partnership, certificate of limited partnership, articles of organization, articles of trust, or articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of registered limited liability partnership, limited partnership, limited liability company, business trust, or corporate records in the state or other jurisdiction under whose laws it is formed, organized, registered, or incorporated.C\n\nUpon the merger of a foreign limited partnership with one or more foreign partnerships, limited partnerships, limited liability companies, business trusts, or corporations, all property in the Commonwealth owned by the foreign limited partnership shall pass to the surviving foreign partnership, limited partnership, limited liability company, business trust, or corporation except as otherwise provided by the laws of the state or other 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":200636,"text":"Whenever a foreign limited partnership that is registered to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it is formed, and that limited partnership 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 limited partnership records in the state or other jurisdiction under whose laws the merger was effected. However, the filing shall not be required when a foreign limited partnership merges with a domestic corporation, limited liability company, limited partnership, business trust, or partnership; the foreign limited partnership’s certificate of limited partnership or, if there is no such certificate, partnership agreement or other constituent document, is 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 limited partnership is formed and that the foreign limited partnership 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":200637,"text":"Whenever a foreign limited partnership that is registered to transact business in the Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under the laws of which it is formed, and that limited partnership is not the surviving entity of the merger, the surviving partnership, limited partnership, limited liability company, business trust, or corporation shall, if not continuing to transact business in the Commonwealth, within 30 days after the 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 limited partnership records in the state or other jurisdiction under whose laws the merger was effected, and comply in behalf of the predecessor limited partnership with § 50-73.58. If a surviving business trust, registered limited liability partnership, limited partnership, limited liability company or corporation is to continue to transact business in the Commonwealth and has not registered with the Commission as a foreign registered limited liability partnership under § 50-73.138, as a foreign limited partnership under § 50-73.54, as a foreign business trust under § 13.1-1242, or as a foreign limited liability company under § 13.1-1052 or received a certificate of authority to transact business in the Commonwealth as a foreign corporation, as the case may be, it shall, within 30 days after the merger becomes effective, deliver to the Commission an application, if a foreign registered limited liability partnership, for registration as a foreign registered limited liability partnership, if a foreign limited partnership, for registration as a foreign limited partnership, if a foreign limited liability company, for registration as a foreign limited liability company, if a foreign business trust, for registration as a foreign business trust, or, if a foreign corporation, for a certificate of authority to transact business in the Commonwealth, together with a duly authenticated copy of the instrument of merger and also a copy of its partnership certificate, statement of registered limited liability partnership, certificate of limited partnership, articles of organization, articles of trust, or articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State or other official having custody of registered limited liability partnership, limited partnership, limited liability company, business trust, or corporate records in the state or other jurisdiction under whose laws it is formed, organized, registered, or incorporated.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":200638,"text":"Upon the merger of a foreign limited partnership with one or more foreign partnerships, limited partnerships, limited liability companies, business trusts, or corporations, all property in the Commonwealth owned by the foreign limited partnership shall pass to the surviving foreign partnership, limited partnership, limited liability company, business trust, or corporation except as otherwise provided by the laws of the state or other 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":13654,"edition_id":1,"name":"Foreign Limited Partnerships","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":13364,"metadata":{},"date_created":"2026-06-26 03:45:29","date_modified":"2026-06-26 03:45:29","permalink":{"id":234629,"object_type":"structure","relational_id":13654,"identifier":"9","token":"50\/2.1\/9","url":"\/50\/2.1\/9\/","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":65881,"structure_id":13654,"section_number":"50-73.53","catch_line":"Authority to transact business required; governing law","url":"\/50-73.53\/","token":"50\/2.1\/9\/50-73.53","metadata":false},{"id":81864,"structure_id":13654,"section_number":"50-73.54","catch_line":"Application for certificate of registration","url":"\/50-73.54\/","token":"50\/2.1\/9\/50-73.54","metadata":false},{"id":71201,"structure_id":13654,"section_number":"50-73.55","catch_line":"Repealed","url":"\/50-73.55\/","token":"50\/2.1\/9\/50-73.55","metadata":false},{"id":60508,"structure_id":13654,"section_number":"50-73.56","catch_line":"Name","url":"\/50-73.56\/","token":"50\/2.1\/9\/50-73.56","metadata":false},{"id":84090,"structure_id":13654,"section_number":"50-73.57","catch_line":"Amendments; amended applications for registration","url":"\/50-73.57\/","token":"50\/2.1\/9\/50-73.57","metadata":false},{"id":66797,"structure_id":13654,"section_number":"50-73.57:1","catch_line":"Liability for false statement in application","url":"\/50-73.57_1\/","token":"50\/2.1\/9\/50-73.57_1","metadata":false},{"id":54628,"structure_id":13654,"section_number":"50-73.57:2","catch_line":"Merger of foreign limited partnership registered to transact business in Commonwealth","url":"\/50-73.57_2\/","token":"50\/2.1\/9\/50-73.57_2","metadata":false},{"id":56115,"structure_id":13654,"section_number":"50-73.57:3","catch_line":"Entity conversion of foreign limited partnership registered to transact business in Commonwealth","url":"\/50-73.57_3\/","token":"50\/2.1\/9\/50-73.57_3","metadata":false},{"id":84622,"structure_id":13654,"section_number":"50-73.58","catch_line":"Voluntary cancellation of certificate of registration","url":"\/50-73.58\/","token":"50\/2.1\/9\/50-73.58","metadata":false},{"id":60122,"structure_id":13654,"section_number":"50-73.58:1","catch_line":"Automatic cancellation of certificate of registration","url":"\/50-73.58_1\/","token":"50\/2.1\/9\/50-73.58_1","metadata":false},{"id":70175,"structure_id":13654,"section_number":"50-73.58:2","catch_line":"Involuntary cancellation of certificate of registration","url":"\/50-73.58_2\/","token":"50\/2.1\/9\/50-73.58_2","metadata":false},{"id":71063,"structure_id":13654,"section_number":"50-73.58:3","catch_line":"Reinstatement of a certificate of registration that has been canceled","url":"\/50-73.58_3\/","token":"50\/2.1\/9\/50-73.58_3","metadata":false},{"id":70229,"structure_id":13654,"section_number":"50-73.59","catch_line":"Transaction of business without registration","url":"\/50-73.59\/","token":"50\/2.1\/9\/50-73.59","metadata":false},{"id":73429,"structure_id":13654,"section_number":"50-73.60","catch_line":"Action by Attorney General","url":"\/50-73.60\/","token":"50\/2.1\/9\/50-73.60","metadata":false},{"id":70346,"structure_id":13654,"section_number":"50-73.61","catch_line":"Transactions not constituting transacting business","url":"\/50-73.61\/","token":"50\/2.1\/9\/50-73.61","metadata":false}],"previous_section":{"id":66797,"structure_id":13654,"section_number":"50-73.57:1","catch_line":"Liability for false statement in application","url":"\/50-73.57_1\/","token":"50\/2.1\/9\/50-73.57_1","metadata":false},"next_section":{"id":56115,"structure_id":13654,"section_number":"50-73.57:3","catch_line":"Entity conversion of foreign limited partnership registered to transact business in Commonwealth","url":"\/50-73.57_3\/","token":"50\/2.1\/9\/50-73.57_3","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/50-73.57:2\/","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 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 1997, chapter 190<\/a>; in 2004, chapter 274<\/a>; in 2008, chapter 586<\/a>.<\/p>","references":false,"refers_to":[{"id":75972,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1052\/"},{"id":59408,"section_number":"13.1-1072","catch_line":"Articles of merger","order_by":null,"url":"\/13.1-1072\/"},{"id":65259,"section_number":"13.1-1242","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1242\/"},{"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":63348,"section_number":"50-73.138","catch_line":"Registration of foreign registered limited liability partnerships","order_by":null,"url":"\/50-73.138\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"},{"id":81864,"section_number":"50-73.54","catch_line":"Application for certificate of registration","order_by":null,"url":"\/50-73.54\/"},{"id":84622,"section_number":"50-73.58","catch_line":"Voluntary cancellation of certificate of registration","order_by":null,"url":"\/50-73.58\/"}],"permalink":{"id":234655,"object_type":"law","relational_id":54628,"identifier":"50-73.57:2","token":"50\/2.1\/9\/50-73.57_2","url":"\/50-73.57_2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/50-73.57_2\/","token":"50\/2.1\/9\/50-73.57_2","dublin_core":{"Title":"Merger of foreign limited partnership registered to transact business in Commonwealth","Type":"Text","Format":"text\/html","Identifier":"\u00a7 50-73.57:2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever a foreign limited partnership<\/span> that is registered to transact business in the Commonwealth is a party<\/span> to a merger permitted by the laws<\/span> of the state<\/span> or other jurisdiction<\/span> under whose laws<\/span> it is formed, and that limited partnership 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<\/span> or other official having custody<\/span> of limited partnership records in the state<\/span> or other jurisdiction<\/span> under whose laws<\/span> the merger was effected. However, the filing shall not be required when a foreign limited partnership<\/span> merges with a domestic corporation<\/span>, limited liability company, limited partnership, business trust, or partnership; the foreign limited partnership<\/span>’s certificate of limited partnership<\/span> or, if there is no such certificate, partnership agreement<\/span> or other constituent document, is 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<\/span> or other jurisdiction<\/span> in which the foreign limited partnership<\/span> is formed and that the foreign limited partnership<\/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 limited partnership<\/span> that is registered to transact business in the Commonwealth is a party<\/span> to a merger permitted by the laws<\/span> of the state<\/span> or other jurisdiction<\/span> under the laws<\/span> of which it is formed, and that limited partnership is not the surviving entity<\/span> of the merger, the surviving partnership, limited partnership, limited liability company, business trust, or corporation shall, if not continuing to transact business in the Commonwealth, within 30 days after the merger becomes effective, deliver to the Commission<\/span> a copy of the instrument of merger duly authenticated by the Secretary of State<\/span> or other official having custody<\/span> of limited partnership records in the state<\/span> or other jurisdiction<\/span> under whose laws<\/span> the merger was effected, and comply in behalf of the predecessor limited partnership with § 50-73.58<\/a>. If a surviving business trust, registered limited liability partnership<\/span>, limited partnership, limited liability company or corporation is to continue to transact business in the Commonwealth and has not registered with the Commission<\/span> as a foreign registered limited liability partnership<\/span><\/span> under § 50-73.138<\/a>, as a foreign limited partnership<\/span> under § 50-73.54<\/a>, as a foreign business trust<\/span> under § 13.1-1242<\/a>, or as a foreign limited liability company<\/span> under § 13.1-1052<\/a> or received a certificate of authority to transact business in the Commonwealth as a foreign corporation<\/span>, as the case may be, it shall, within 30 days after the merger becomes effective, deliver to the Commission<\/span> an application, if a foreign registered limited liability partnership<\/span><\/span>, for registration as a foreign registered limited liability partnership<\/span><\/span>, if a foreign limited partnership<\/span>, for registration as a foreign limited partnership<\/span>, if a foreign limited liability company<\/span>, for registration as a foreign limited liability company<\/span>, if a foreign business trust<\/span>, for registration as a foreign business trust<\/span>, or, if a foreign corporation<\/span>, for a certificate of authority to transact business in the Commonwealth, together with a duly authenticated copy of the instrument of merger and also a copy of its partnership certificate, statement of registered limited liability partnership<\/span>, certificate of limited partnership<\/span>, articles of organization, articles of trust, or articles of incorporation and all amendments thereto, duly authenticated by the Secretary of State<\/span> or other official having custody<\/span> of registered limited liability partnership<\/span>, limited partnership, limited liability company, business trust, or corporate records in the state<\/span> or other jurisdiction<\/span> under whose laws<\/span> it is formed, organized, registered, or incorporated. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Upon the merger of a foreign limited partnership<\/span> with one or more foreign partnerships<\/span>, limited partnerships<\/span>, limited liability companies, business trusts, or corporations, all property in the Commonwealth owned by the foreign limited partnership<\/span> shall pass to the surviving foreign partnership<\/span>, limited partnership, limited liability company, business trust, or corporation except as otherwise provided by the laws<\/span> of the state<\/span> or other 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 LIMITED PARTNERSHIP REGISTERED TO TRANSACT BUSINESS IN\nCOMMONWEALTH (\u00a7 50-73.57:2)\n\nA. Whenever a foreign limited partnership that is registered to transact\nbusiness in the Commonwealth is a party to a merger permitted by the laws of the\nstate or other jurisdiction under whose laws it is formed, and that limited\npartnership is the surviving entity of the merger, it shall, within 30 days\nafter the merger becomes effective, file with the Commission a copy of the\ninstrument of merger duly authenticated by the Secretary of State or other\nofficial having custody of limited partnership records in the state or other\njurisdiction under whose laws the merger was effected. However, the filing shall\nnot be required when a foreign limited partnership merges with a domestic\ncorporation, limited liability company, limited partnership, business trust, or\npartnership; the foreign limited partnership’s certificate of limited\npartnership or, if there is no such certificate, partnership agreement or other\nconstituent document, is not amended by the merger; and the articles or\nstatement of merger filed on behalf of the domestic corporation, limited\nliability company, limited partnership, business trust, or partnership pursuant\nto § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131 contains a\nstatement that the merger is permitted under the laws of the state or other\njurisdiction in which the foreign limited partnership is formed and that the\nforeign limited partnership has complied with that law in effecting the merger.\n\nB. Whenever a foreign limited partnership that is registered to transact\nbusiness in the Commonwealth is a party to a merger permitted by the laws of the\nstate or other jurisdiction under the laws of which it is formed, and that\nlimited partnership is not the surviving entity of the merger, the surviving\npartnership, limited partnership, limited liability company, business trust, or\ncorporation shall, if not continuing to transact business in the Commonwealth,\nwithin 30 days after the merger becomes effective, deliver to the Commission a\ncopy of the instrument of merger duly authenticated by the Secretary of State or\nother official having custody of limited partnership records in the state or\nother jurisdiction under whose laws the merger was effected, and comply in\nbehalf of the predecessor limited partnership with § 50-73.58. If a\nsurviving business trust, registered limited liability partnership, limited\npartnership, limited liability company or corporation is to continue to transact\nbusiness in the Commonwealth and has not registered with the Commission as a\nforeign registered limited liability partnership under § 50-73.138, as a\nforeign limited partnership under § 50-73.54, as a foreign business trust\nunder § 13.1-1242, or as a foreign limited liability company under §\n13.1-1052 or received a certificate of authority to transact business in the\nCommonwealth as a foreign corporation, as the case may be, it shall, within 30\ndays after the merger becomes effective, deliver to the Commission an\napplication, if a foreign registered limited liability partnership, for\nregistration as a foreign registered limited liability partnership, if a foreign\nlimited partnership, for registration as a foreign limited partnership, if a\nforeign limited liability company, for registration as a foreign limited\nliability company, if a foreign business trust, for registration as a foreign\nbusiness trust, or, if a foreign corporation, for a certificate of authority to\ntransact business in the Commonwealth, together with a duly authenticated copy\nof the instrument of merger and also a copy of its partnership certificate,\nstatement of registered limited liability partnership, certificate of limited\npartnership, articles of organization, articles of trust, or articles of\nincorporation and all amendments thereto, duly authenticated by the Secretary of\nState or other official having custody of registered limited liability\npartnership, limited partnership, limited liability company, business trust, or\ncorporate records in the state or other jurisdiction under whose laws it is\nformed, organized, registered, or incorporated.\n\nC. Upon the merger of a foreign limited partnership with one or more foreign\npartnerships, limited partnerships, limited liability companies, business\ntrusts, or corporations, all property in the Commonwealth owned by the foreign\nlimited partnership shall pass to the surviving foreign partnership, limited\npartnership, limited liability company, business trust, or corporation except as\notherwise provided by the laws of the state or other jurisdiction by which it is\ngoverned, but only from and after the time when a duly authenticated copy of the\ninstrument of merger is filed with the Commission.\n\nHISTORY: 1992, c. 575; 1997, c. 190; 2004, c. 274; 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}}