                                 CODE OF VIRGINIA

ARTICLES OF MERGER (§ 13.1-1072)

A. After a plan of merger has been adopted and approved as required by this
chapter, articles of merger shall be signed on behalf of each party to the
merger. The articles shall set forth:

   1. The plan of merger;

   2. If the articles of organization of a domestic limited liability company
   that is the survivor of a merger are amended, as an attachment to the articles
   of merger, the amendments to the survivor&#8217;s articles of organization;

   3. The date the plan of merger was approved by each domestic limited liability
   company that is a party to the merger;

   4. A statement that the plan of merger was approved by each domestic limited
   liability company that is a party to the merger in accordance with the
   provisions of &#xA7; 13.1-1071; and

   5. As to each foreign limited liability company or other business entity that
   is a party to the merger, a statement that the merger is permitted by the
   state or other jurisdiction under whose law the foreign limited liability
   company or other business entity is organized, formed, or incorporated and
   that the foreign limited liability company or other business entity has
   complied with that law in effecting the merger.

B. Articles of merger shall be delivered to the Commission for filing by the
survivor of the merger. 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. Articles of merger filed under this
section may be combined with any filing required under the provisions of this
title and Title 50 regarding any domestic other business entity that is a party
to the merger if the combined filing satisfies the requirements of this section
and the requirements for the filing of articles of merger or a statement of
merger on behalf of the domestic other business entity.

HISTORY: 1992, c. 575; 1993, c. 113; 1997, c. 190; 2003, cc. 340, 597; 2004, c.
274; 2008, c. 108; 2016, c. 288.