                                 CODE OF VIRGINIA

MERGER OF FOREIGN BUSINESS TRUST REGISTERED TO TRANSACT BUSINESS IN COMMONWEALTH
(§ 13.1-1250)

A. Whenever a foreign business trust registered to transact business in this
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 business trust is the
surviving entity of the merger, it shall, within 30 days after the 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
business trust records in the state or other jurisdiction under whose laws the
merger was effected. However, the filing shall not be required when a foreign
business trust merges with a domestic corporation, limited liability company,
limited partnership, business trust, or partnership; the foreign business
trust&#8217;s articles of trust 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 business trust
is formed and that the foreign business trust has complied with that law in
effecting the merger.

B. Whenever a foreign business trust registered to transact business in this
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 business trust is
not the surviving entity of the merger, the surviving entity shall, if not
continuing to transact business in this Commonwealth, within 30 days after such
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 business trust records in the state or other jurisdiction under whose
laws the merger was effected, and comply on behalf of the predecessor business
trust with the provisions of &#xA7; 13.1-1246. If the surviving entity is to
continue to transact business in this Commonwealth and has not received a
certificate of authority to transact business in this Commonwealth or registered
as a foreign business entity it shall, within 30 days after the merger becomes
effective, deliver to the Commission an application (i) if a foreign business
trust, for registration as a foreign business trust, (ii) if a foreign limited
liability company, for registration as a foreign limited liability company,
(iii) if a foreign limited partnership, for registration as a foreign limited
partnership or (iv) if a foreign corporation, for a certificate of authority to
transact business in this Commonwealth, together with a duly authenticated copy
of the instrument of merger and also a copy of its articles of trust, articles
of organization, 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 the business trust, limited liability company,
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 business trust with one or more foreign business
trusts, limited liability companies, limited partnerships or corporations, all
property in this Commonwealth owned by any of the business trusts, limited
liability companies, limited partnerships or corporations shall pass to the
surviving business trust, limited liability company, limited partnership or
corporation except as otherwise provided by the laws of the 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: 2002, c. 621; 2008, c. 101.