                                 CODE OF VIRGINIA

MERGER WITH FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANY OR FOREIGN
PROFESSIONAL CORPORATION (§ 13.1-1106)

Any limited liability company organized under this chapter may merge with one or
more foreign professional limited liability companies that have obtained a
certificate of registration to transact business in the Commonwealth pursuant to
§ 13.1-1105, or one or more foreign professional corporations that have
obtained a certificate of authority to transact business in the Commonwealth
pursuant to § 13.1-544.2, only if the professional limited liability companies
and the professional corporations are organized to render the same professional
services, provided that (i) the merger is permitted by the laws of the
jurisdiction under which each such foreign professional limited liability
company or foreign professional corporation is organized, (ii) if the surviving
or new professional business entity is a professional limited liability company
organized and operating under the laws of the Commonwealth, all of its members
and managers shall be licensed or otherwise legally authorized to render the
same professional service as the limited liability company, provided that if
such service is that of architects, professional engineers, land surveyors or
certified landscape architects, or any combination thereof, at least two-thirds
of its membership interests shall be held by individuals or professional
business entities that are licensed or otherwise legally authorized within the
Commonwealth to render the applicable service, and (iii) if the surviving or new
professional business entity is a professional corporation organized and
operating under the laws of the Commonwealth, all of its shareholders shall be
licensed or otherwise legally authorized to render the same professional service
as the professional corporation, provided that if such service is that of
architects, professional engineers, land surveyors or certified landscape
architects, or any combination thereof, at least two-thirds of its shares shall
be held by individuals who are licensed or otherwise legally authorized within
the Commonwealth to render the applicable service.

HISTORY: 1992, c. 574; 1994, c. 349; 2008, c. 509.