                                 CODE OF VIRGINIA

MERGER OF PARTNERSHIPS (§ 50-73.128)

A. Pursuant to a written plan of merger approved as provided in subsection C, a
partnership may be merged with one or more domestic or foreign partnerships,
limited partnerships, limited liability companies, business trusts, or
corporations if:

   1. The merger is not prohibited by the partnership agreement of any domestic
   partnership that is a party to the merger, and each domestic partnership party
   to the merger approves the plan of merger in accordance with subsection C and
   complies with the terms of its partnership agreement;

   2. Each domestic limited partnership that is a party to the merger complies
   with the applicable provisions of Article 7.1 (&#xA7; 50-73.48:1 et seq.) of
   Chapter 2.1 of this title;

   3. Each domestic limited liability company that is a party to the merger
   complies with the applicable provisions of Article 13 (&#xA7; 13.1-1069.1 et
   seq.) of Chapter 12 of Title 13.1;

   4. Each domestic business trust that is a party to the merger complies with
   the applicable provisions of Article 11 (&#xA7; 13.1-1257 et seq.) of Chapter
   14 of Title 13.1;

   5. Each domestic corporation that is a party to the merger complies with the
   applicable provisions of Article 12 (&#xA7; 13.1-715.1 et seq.) of Chapter 9
   or Article 11 (&#xA7; 13.1-893.1 et seq.) of Chapter 10 of Title 13.1; and

   6. The merger is permitted by the laws under which each foreign limited
   liability company, foreign partnership, foreign limited partnership, foreign
   business trust, and foreign corporation party to the merger is organized,
   formed or incorporated, and each such foreign limited liability company,
   partnership, limited partnership, business trust, or corporation complies with
   those laws in effecting the merger.

B. The plan of merger shall set forth:

   1. The name of each partnership, limited partnership, limited liability
   company, business trust, or corporation that is a party to the merger;

   2. The name of the surviving entity into which the other partnerships, limited
   partnerships, limited liability companies, business trusts, or corporations
   will merge;

   3. Whether the surviving entity is a partnership, a limited partnership, a
   limited liability company, a business trust, or a corporation and the status
   of each partner;

   4. The terms and conditions of the merger;

   5. The manner and basis of converting the interests of each party to the
   merger into interests or obligations of the surviving entity, or into money or
   other property in whole or part; and

   6. The street address of the surviving entity&#8217;s principal office.

C. The plan of merger shall be approved:

   1. In the case of a partnership that is a party to the merger, by all of the
   partners, or a number or percentage specified for merger in the partnership
   agreement; and

   2. In the case of a limited partnership that is a party to the merger, by the
   vote required for approval of a merger by the law of the state or foreign
   jurisdiction in which the limited partnership is organized and, in the absence
   of such a specifically applicable law, by all of the partners, notwithstanding
   a provision to the contrary in the partnership agreement.

D. After a plan of merger is approved and before the merger takes effect, the
plan may be amended or abandoned as provided in the plan.

E. The merger takes effect on the later of:

   1. The approval of the plan of merger by all parties to the merger, as
   provided in subsection C;

   2. The filing of all documents required by law to be filed as a condition to
   the effectiveness of the merger; or

   3. Any later effective date stated pursuant to subsection J of &#xA7; 50-73.83
   in a statement of merger filed pursuant to &#xA7; 50-73.131 or, if no
   statement of merger is filed, any effective date specified in the plan of
   merger.

HISTORY: 1996, c. 292; 2000, c. 58; 2003, c. 340; 2005, c. 765; 2007, c. 631;
2016, c. 288.