                                 CODE OF VIRGINIA

ARTICLES OF MERGER (§ 13.1-1261)

A. After a plan of merger is approved by each party to the merger, the surviving
business trust or other surviving business entity shall file with the Commission
articles of merger executed by each party to the merger setting forth:

   1. The name and jurisdiction of formation or organization of each of the
   business trusts or other business entities planning to merge and, as to each
   foreign entity, the date of its formation, and whether it is authorized to do
   business in this Commonwealth;

   2. That an agreement of merger has been approved and executed by each of the
   business trusts or other business entities planning to merge in the manner
   required by its governing instrument, articles of trust, articles of
   incorporation or charter, articles of organization or formation, certificate
   of limited partnership or other constituent documents and by the laws of the
   jurisdiction where it is organized;

   3. The name of the successor business trust or other business entity;

   4. Any amendment to the articles of incorporation or charter, certificate of
   limited partnership, articles of organization or formation of a limited
   liability company, articles of trust or governing instrument of the successor
   to be effected as part of the merger;

   5. The manner and basis of converting or exchanging issued shares of stock of
   the merging corporations, outstanding partnership interests of the merging
   general partnerships, outstanding partnership interests of the merging limited
   partnerships, outstanding membership interests of the merging limited
   liability companies, or shares of beneficial interest of the merging business
   trusts into different shares of stock of a corporation, partnership interests
   of a general partnership, partnership interests of a limited partnership,
   membership interests of a limited liability company, shares of beneficial
   interest of a business trust, or other consideration, and the treatment of any
   issued shares of stock of the merging corporations, partnership interests of
   the merging general partnerships, partnership interests of the merging limited
   partnerships, membership interests of the merging limited liability companies,
   or shares of beneficial interest of the merging business trusts not to be
   converted or exchanged;

   6. That the executed agreement of merger is on file at the principal place of
   business of the successor business trust or other business entity, and shall
   state the address of that principal place of business; and

   7. That a copy of the agreement of merger will be furnished by the successor
   business trust or other business entity, on request and without cost, to any
   beneficial owner of any business trust or any person holding an interest in
   any other business entity that is a party to the merger.

B. If a foreign limited liability company, partnership, limited partnership,
business trust, or corporation is a party to the merger, the articles of merger
shall contain a statement that the merger is permitted by the state or other
jurisdiction under whose law the limited liability company is organized, the
partnership, limited partnership, or business trust is formed or the corporation
is incorporated and that the foreign limited liability company, partnership,
limited partnership, business trust, or corporation has complied with that law
in effecting the merger.

C. 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. The certificate of merger shall become effective as
provided in subsection D of &#xA7; 13.1-1203.

D. A certificate of merger shall act as a certificate of cancellation as
described in &#xA7; 13.1-1238 for a domestic business trust that is not the
surviving party to the merger, and such business trust&#8217;s existence shall
be canceled upon the effective date of the certificate of merger.

HISTORY: 2002, c. 621; 2003, c. 373; 2008, c. 101.