                                 CODE OF VIRGINIA

MERGER WITH FOREIGN PROFESSIONAL CORPORATION OR FOREIGN PROFESSIONAL LIMITED
LIABILITY COMPANY (§ 13.1-545.1)

Any corporation organized under this chapter may merge with 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, or 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, only if the professional corporations and the professional limited
liability companies are organized to render the same professional service,
provided that (i) the merger is permitted by the laws of the jurisdiction under
which each such foreign professional corporation or foreign professional limited
liability company is organized, (ii) 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 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, and (iii) 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 professional
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.

HISTORY: 1978, c. 674; 1987, c. 425; 1994, c. 349; 2008, c. 509.