                                 CODE OF VIRGINIA

MERGER OF FOREIGN LIMITED PARTNERSHIP REGISTERED TO TRANSACT BUSINESS IN
COMMONWEALTH (§ 50-73.57:2)

A. Whenever a foreign limited partnership that is registered to transact
business in the Commonwealth is a party to a merger permitted by the laws of the
state or other jurisdiction under whose laws it is formed, and that limited
partnership 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 limited partnership records in the state or other
jurisdiction under whose laws the merger was effected. However, the filing shall
not be required when a foreign limited partnership merges with a domestic
corporation, limited liability company, limited partnership, business trust, or
partnership; the foreign limited partnership&#8217;s certificate of limited
partnership or, if there is no such certificate, partnership agreement or other
constituent document, is 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 limited partnership is formed and that the
foreign limited partnership has complied with that law in effecting the merger.

B. Whenever a foreign limited partnership that is registered to transact
business in the Commonwealth is a party to a merger permitted by the laws of the
state or other jurisdiction under the laws of which it is formed, and that
limited partnership is not the surviving entity of the merger, the surviving
partnership, limited partnership, limited liability company, business trust, or
corporation shall, if not continuing to transact business in the Commonwealth,
within 30 days after the 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 limited partnership records in the state or
other jurisdiction under whose laws the merger was effected, and comply in
behalf of the predecessor limited partnership with &#xA7; 50-73.58. If a
surviving business trust, registered limited liability partnership, limited
partnership, limited liability company or corporation is to continue to transact
business in the Commonwealth and has not registered with the Commission as a
foreign registered limited liability partnership under &#xA7; 50-73.138, as a
foreign limited partnership under &#xA7; 50-73.54, as a foreign business trust
under &#xA7; 13.1-1242, or as a foreign limited liability company under &#xA7;
13.1-1052 or received a certificate of authority to transact business in the
Commonwealth as a foreign corporation, as the case may be, it shall, within 30
days after the merger becomes effective, deliver to the Commission an
application, if a foreign registered limited liability partnership, for
registration as a foreign registered limited liability partnership, if a foreign
limited partnership, for registration as a foreign limited partnership, if a
foreign limited liability company, for registration as a foreign limited
liability company, if a foreign business trust, for registration as a foreign
business trust, or, if a foreign corporation, for a certificate of authority to
transact business in the Commonwealth, together with a duly authenticated copy
of the instrument of merger and also a copy of its partnership certificate,
statement of registered limited liability partnership, certificate of limited
partnership, articles of organization, articles of trust, or articles of
incorporation and all amendments thereto, duly authenticated by the Secretary of
State or other official having custody of registered limited liability
partnership, limited partnership, limited liability company, business trust, or
corporate records in the state or other jurisdiction under whose laws it is
formed, organized, registered, or incorporated.

C. Upon the merger of a foreign limited partnership with one or more foreign
partnerships, limited partnerships, limited liability companies, business
trusts, or corporations, all property in the Commonwealth owned by the foreign
limited partnership shall pass to the surviving foreign partnership, limited
partnership, limited liability company, business trust, or corporation except as
otherwise provided by the laws of the state or other 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: 1992, c. 575; 1997, c. 190; 2004, c. 274; 2008, c. 586.