                                 CODE OF VIRGINIA

MERGER (§ 13.1-1070)

A. One or more domestic limited liability companies may merge with one or more
domestic or foreign limited liability companies or other business entities
pursuant to a plan of merger.

B. A foreign limited liability company or other business entity may be a party
to a merger with a domestic limited liability company only if the merger is
permitted by the laws under which the foreign limited liability company or other
business entity is organized, formed, or incorporated.

C. The plan of merger shall include:

   1. The name and entity type of each domestic or foreign limited liability
   company or other business entity that will merge and the name of the domestic
   or foreign limited liability company or other business entity that will be the
   survivor of the merger;

   2. The name of the state or other jurisdiction under whose law each party to
   the merger is organized, formed, or incorporated;

   3. The terms and conditions of the merger;

   4. The manner and basis of converting the membership interests of each merging
   domestic or foreign limited liability company and eligible interests of each
   merging domestic or foreign other business entity into membership interests,
   eligible interests, or other securities, obligations, rights to acquire
   membership interests, eligible interests, or other securities, cash, or other
   property, or any combination of the foregoing;

   5. The manner and basis of converting any rights to acquire the membership
   interests of each merging domestic or foreign limited liability company and
   eligible interests of each merging domestic or foreign other business entity
   into membership interests, eligible interests, or other securities,
   obligations, rights to acquire membership interests, eligible interests, or
   other securities, cash, or other property, or any combination of the
   foregoing;

   6. When the survivor is a domestic limited liability company, any amendments
   to its articles of organization, which may be in the form of amended and
   restated articles of organization; and

   7. Any other provisions required by the laws under which any party to the
   merger is organized or by which it is governed, or by the articles of
   organization or other organizational document of any party.

D. The plan of merger may also include a provision that the plan may be amended
before the effective time and date of the certificate of merger, but if the
members of a domestic limited liability company that is a party to the merger
are required by any provision of this chapter to approve the plan, the plan may
not be amended after approval of the plan by the members to change any of the
following, unless the amendment is approved by the members:

   1. The amount or kind of eligible interests or other securities, obligations,
   rights to acquire eligible interests, or other securities, cash, or other
   property to be received by the members, shareholders, or holders of eligible
   interests in any party to the merger;

   2. The articles of organization of any domestic or foreign limited liability
   company, the articles of incorporation of any domestic or foreign stock or
   nonstock corporation, the articles of trust or governing instrument of any
   domestic or foreign business trust, the certificate of limited partnership of
   any domestic or foreign limited partnership, or the partnership agreement of
   any domestic or foreign partnership that will survive the merger; or

   3. Any of the other terms or conditions of the plan if the change would
   adversely affect the members in any material respect.

HISTORY: 1992, c. 575; 1997, c. 190; 2003, c. 340; 2004, c. 601; 2005, c. 765;
2008, c. 108; 2016, c. 288.