                                 CODE OF VIRGINIA

MERGER OF FOREIGN LIMITED LIABILITY COMPANY REGISTERED TO TRANSACT BUSINESS IN
COMMONWEALTH (§ 13.1-1060)

A. Whenever a foreign limited liability company 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 organized, and that limited
liability company is the surviving entity of the merger, it shall, within 30
days after the merger becomes effective, deliver to the Commission for filing a
copy of the instrument of merger duly authenticated by the Secretary of State or
other official having custody of limited liability company records in the state
or other jurisdiction under whose law it is organized. However, the filing shall
not be required when a foreign limited liability company merges with a domestic
corporation, limited liability company, limited partnership, business trust, or
partnership; the foreign limited liability company&#8217;s articles of
organization 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 &#xA7; 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 liability company is organized
and that the foreign limited liability company has complied with that law in
effecting the merger.

B. Whenever a foreign limited liability company 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 organized, and that
limited liability company is not the surviving entity of the merger, the
surviving partnership, limited liability company, business trust, limited
partnership, 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 liability company
records in the state or other jurisdiction under whose law it was organized, and
comply in behalf of the predecessor limited liability company with &#xA7;
13.1-1056. If a surviving business trust, registered limited liability
partnership, limited liability company, limited partnership, or corporation is
to continue to transact business in the Commonwealth and has not registered as a
foreign registered limited liability partnership, limited liability company,
business trust, or limited partnership 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 liability company, for registration as a
foreign limited liability company, if a foreign business trust, for registration
as a foreign business trust, if a foreign limited partnership, for registration
as a foreign limited partnership, 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,
articles of organization, articles of trust, 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 registered limited
liability partnership, limited liability company, business trust, limited
partnership, or corporate records in the state or other jurisdiction under whose
laws it is organized, formed, or incorporated.

C. Upon the merger of a foreign limited liability company with one or more
foreign partnerships, limited liability companies, business trusts, limited
partnerships, or corporations, all property in the Commonwealth owned by any of
the partnerships, limited liability companies, business trusts, limited
partnerships, or corporations shall pass to the surviving partnership, limited
liability company, business trust, limited partnership, 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.

HISTORY: 1991, c. 168; 1992, c. 575; 1997, c. 190; 2004, c. 274; 2008, c. 108;
2016, c. 288.