                                 CODE OF VIRGINIA

MERGER OF FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN COMMONWEALTH
(§ 13.1-928.1)

A. Whenever a foreign corporation authorized 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 incorporated, and such corporation is the
surviving entity of the merger, it shall, within 30 days after such 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
corporate records in the state or other jurisdiction under whose law it is
incorporated; however, the filing shall not be required when a foreign
corporation merges with a domestic corporation, the foreign corporation&#8217;s
articles of incorporation are not amended by said merger, and the articles of
merger filed on behalf of the domestic corporation pursuant to &#xA7; 13.1-896
contain a statement that the merger is permitted under the laws of the state or
other jurisdiction in which the foreign corporation is incorporated and that the
foreign corporation has complied with that law in effecting the merger.

B. Whenever a foreign corporation authorized 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 incorporated, and such corporation is
not the surviving entity of the merger or, whenever such a foreign corporation
is a party to a consolidation so permitted, the surviving or resulting domestic
or foreign corporation, limited liability company, business trust, partnership,
or limited partnership shall, if not continuing to transact business in the
Commonwealth, within 30 days after such merger or consolidation becomes
effective, deliver to the Commission a copy of the instrument of merger or
consolidation duly authenticated by the Secretary of State or other official
having custody of corporate records in the state or other jurisdiction under
whose law it was incorporated and comply in behalf of the predecessor
corporation with the provisions of &#xA7; 13.1-929. If a surviving or resulting
corporation or limited liability company, business trust, partnership, or
limited partnership is to continue to transact business in the Commonwealth and
has not received a certificate of authority to transact business in the
Commonwealth, within such 30 days, deliver to the Commission an application for
a certificate of authority to transact business in the Commonwealth, together
with a duly authenticated copy of the instrument of merger or consolidation and
also, in case of a merger, a copy of its articles of incorporation and all
amendments thereto, duly authenticated by the Secretary of State or other
official having custody of corporate records in the state or country under whose
laws it is incorporated.

C. Upon the merger or consolidation of two or more foreign corporations any one
of which owns property in the Commonwealth, all such property shall pass to the
surviving or resulting corporation except as otherwise provided by the laws of
the state by which it is governed, but only from the time when a duly
authenticated copy of the instrument of merger or consolidation is filed with
the Commission.

HISTORY: 1986, c. 571; 1990, c. 283; 2006, c. 663; 2007, c. 925; 2015, c. 623.