13.1-1060 - Merger of foreign limited liability company registered to transact business in Commonwealth.
§ 13.1-1060. Merger of foreign limited liability company registered totransact business in Commonwealth.
A. Whenever a foreign limited liability company that is registered totransact business in the Commonwealth is a party to a merger permitted by thelaws of the state or other jurisdiction under whose laws it is organized, andthat limited liability company is the surviving entity of the merger, itshall, within 30 days after the merger becomes effective, file with theCommission a copy of the instrument of merger duly authenticated by theSecretary of State or other official having custody of limited liabilitycompany records in the state or other jurisdiction under whose laws themerger was effected. However, the filing shall not be required when a foreignlimited liability company merges with a domestic corporation, limitedliability company, limited partnership, business trust, or partnership; theforeign limited liability company's articles of organization or otherconstituent documents are not amended by the merger; and the articles orstatement of merger filed on behalf of the domestic corporation, limitedliability company, limited partnership, business trust, or partnershippursuant to § 13.1-720, 13.1-1072, 13.1-1261, 50-73.48:3, or 50-73.131contains a statement that the merger is permitted under the laws of the stateor other jurisdiction in which the foreign limited liability company isorganized and that the foreign limited liability company has complied withthat law in effecting the merger.
B. Whenever a foreign limited liability company that is registered totransact business in the Commonwealth is a party to a merger permitted by thelaws of the state or other jurisdiction under the laws of which it isorganized, and that limited liability company is not the surviving entity ofthe merger, the surviving partnership, limited liability company, businesstrust, limited partnership, or corporation shall, if not continuing totransact business in the Commonwealth, within 30 days after such mergerbecomes effective, deliver to the Commission a copy of the instrument ofmerger duly authenticated by the Secretary of State or other official havingcustody of limited liability company records in the state or otherjurisdiction under whose laws the merger was effected, and comply in behalfof the predecessor limited liability company with § 13.1-1056. If a survivingbusiness trust, registered limited liability partnership, limited liabilitycompany, limited partnership or corporation is to continue to transactbusiness in the Commonwealth and has not registered as a foreign registeredlimited liability partnership, limited liability company, business trust, orlimited partnership or received a certificate of authority to transactbusiness in the Commonwealth as a foreign corporation, as the case may be, itshall, within 30 days after the merger becomes effective, deliver to theCommission an application, if a foreign registered limited liabilitypartnership, for registration as a foreign registered limited liabilitypartnership, if a foreign limited liability company, for registration as aforeign limited liability company, if a foreign business trust, forregistration as a foreign business trust, if a foreign limited partnership,for registration as a foreign limited partnership, or, if a foreigncorporation, for a certificate of authority to transact business in theCommonwealth, together with a duly authenticated copy of the instrument ofmerger and also a copy of its partnership certificate, statement ofregistered limited liability partnership, articles of organization, articlesof trust, certificate of limited partnership or articles of incorporation andall amendments thereto, duly authenticated by the Secretary of State or otherofficial having custody of registered limited liability partnership, limitedliability company, business trust, limited partnership or corporate recordsin the state or other jurisdiction under whose laws it is organized, formedor incorporated.
C. Upon the merger of a foreign limited liability company with one or moreforeign partnerships, limited liability companies, business trusts, limitedpartnerships, or corporations, all property in the Commonwealth owned by anyof the partnerships, limited liability companies, business trusts, limitedpartnerships or corporations shall pass to the surviving partnership, limitedliability company, business trust, limited partnership or corporation exceptas otherwise provided by the laws of the state or other jurisdiction by whichit is governed, but only from and after the time when a duly authenticatedcopy of the instrument of merger is filed with the Commission.
(1991, c. 168; 1992, c. 575; 1997, c. 190; 2004, c. 274; 2008, c. 108.)