A. After a plan of merger has been adopted and approved as required by this chapter, articles of merger shall be signed on behalf of each party to the merger. The articles shall set forth:
1. The plan of merger;
2. If the articles of organization of a domestic limited liability company that is the survivor of a merger are amended, as an attachment to the articles of merger, the amendments to the survivor's articles of organization;
3. The date the plan of merger was approved by each domestic limited liability company that is a party to the merger;
4. A statement that the plan of merger was approved by each domestic limited liability company that is a party to the merger in accordance with the provisions of § 13.1-1071; and
5. As to each foreign limited liability company or other business entity that is a party to the merger, a statement that the merger is permitted by the state or other jurisdiction under whose law the foreign limited liability company or other business entity is organized, formed, or incorporated and that the foreign limited liability company or other business entity has complied with that law in effecting the merger.
B. Articles of merger shall be delivered to the Commission for filing by the survivor of the merger. 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. Articles of merger filed under this section may be combined with any filing required under the provisions of this title and Title 50 regarding any domestic other business entity that is a party to the merger if the combined filing satisfies the requirements of this section and the requirements for the filing of articles of merger or a statement of merger on behalf of the domestic other business entity.
1992, c. 575; 1993, c. 113; 1997, c. 190; 2003, cc. 340, 597; 2004, c. 274; 2008, c. 108; 2016, c. 288.
Structure Code of Virginia
Chapter 12 - Virginia Limited Liability Company Act
§ 13.1-1001. Reservation of power to amend or repeal
§ 13.1-1003. Filing requirements
§ 13.1-1003.1. Filings with the Commission pursuant to reorganization
§ 13.1-1004. Issuance of certificate by Commission; recordation of documents
§ 13.1-1006. Penalty for signing false documents
§ 13.1-1011. Articles of organization
§ 13.1-1011.1. Articles of correction
§ 13.1-1014. Amendment of articles of organization
§ 13.1-1014.1. Restatement of articles of organization
§ 13.1-1015. Registered office and registered agent
§ 13.1-1016. Change of registered office or registered agent
§ 13.1-1017. Resignation of registered agent
§ 13.1-1018. Service on limited liability company
§ 13.1-1018.1. Change of principal office
§ 13.1-1019. Liability to third parties
§ 13.1-1020. Parties to actions
§ 13.1-1021. Limited liability company property
§ 13.1-1021.1. Agency of members and managers
§ 13.1-1022. Management of limited liability company
§ 13.1-1023. Operating agreement
§ 13.1-1023.1. Remedies for breach of operating agreement by member or manager
§ 13.1-1024. Management of a limited liability company by a manager or managers
§ 13.1-1024.1. General standards of conduct for a manager
§ 13.1-1025. Limitation of liability of members and managers; exception
§ 13.1-1026. Business transactions of members or managers with the limited liability company
§ 13.1-1028. Information and records
§ 13.1-1029. Sharing of profits and losses
§ 13.1-1030. Sharing of distributions
§ 13.1-1031. Interim distributions
§ 13.1-1032. Resignation of member
§ 13.1-1034. Distribution in kind
§ 13.1-1035. Restrictions on making distribution
§ 13.1-1036. Liability upon wrongful distribution
§ 13.1-1037. Right to distribution
§ 13.1-1038. Nature of interest in limited liability company
§ 13.1-1038.1. Admission of members
§ 13.1-1039. Assignment of interest
§ 13.1-1040. Right of assignee to become member
§ 13.1-1040.1. Events causing member's dissociation
§ 13.1-1040.2. Effect of a member's dissociation
§ 13.1-1041.1. Member's transferable interest subject to charging order
§ 13.1-1042. Right of action; standing; condition precedent; stay of proceeding
§ 13.1-1046. Dissolution; generally
§ 13.1-1047. Judicial dissolution
§ 13.1-1047.1. Waiver of cancellation
§ 13.1-1049. Distribution of assets upon dissolution
§ 13.1-1049.1. Known claims against dissolved limited liability company
§ 13.1-1049.2. Other claims against dissolved limited liability company
§ 13.1-1049.3. Court proceedings
§ 13.1-1050. Articles of cancellation
§ 13.1-1050.2. Automatic cancellation of limited liability company existence
§ 13.1-1050.3. Involuntary cancellation of limited liability company existence
§ 13.1-1050.4. Reinstatement of a limited liability company that has ceased to exist
§ 13.1-1050.5. Survival of remedy after cancellation of existence
§ 13.1-1051. Authority to transact business required; governing law
§ 13.1-1052. Application for certificate of registration
§ 13.1-1054. Name of foreign limited liability company
§ 13.1-1055. Amendments; amended applications for registration
§ 13.1-1056. Voluntary cancellation of certificate of registration
§ 13.1-1056.1. Automatic cancellation of certificate of registration
§ 13.1-1056.2. Involuntary cancellation of certificate of registration
§ 13.1-1056.3. Reinstatement of a certificate of registration that has been canceled
§ 13.1-1057. Transaction of business without registration
§ 13.1-1058. Actions by Attorney General
§ 13.1-1059. Transactions not constituting doing business
§ 13.1-1064. Penalty for failure to timely pay annual registration fees
§ 13.1-1066. Collection of unpaid bills for annual registration fees
§ 13.1-1067. Property title records
§ 13.1-1071. Action on a plan of merger
§ 13.1-1072. Articles of merger
§ 13.1-1073.1. Abandonment of merger
§ 13.1-1076. Action on plan of domestication by a domestic limited liability company
§ 13.1-1077. Articles of domestication
§ 13.1-1078. Surrender of articles of organization upon domestication
§ 13.1-1079. Effect of domestication
§ 13.1-1080. Abandonment of domestication
§ 13.1-1082. Entity conversion
§ 13.1-1083. Plan of entity conversion
§ 13.1-1084. Action on plan of entity conversion
§ 13.1-1085. Articles of entity conversion
§ 13.1-1086. Effect of entity conversion
§ 13.1-1087. Abandonment of entity conversion
§ 13.1-1089. Nature of protected series
§ 13.1-1090. Powers and duration of protected series
§ 13.1-1092. Relation of operating agreement, this article, and the other articles of this chapter
§ 13.1-1093. Additional limitations on operating agreement
§ 13.1-1095. Protected series designation; amendment
§ 13.1-1097. Registered office and registered agent
§ 13.1-1098. Service of process, notice, or demand
§ 13.1-1099. Effectiveness of notice
§ 13.1-1099.1. Annual registration fees
§ 13.1-1099.2. Associated assets
§ 13.1-1099.3. Associated members
§ 13.1-1099.4. Protected series membership interests
§ 13.1-1099.7. Limitations on liability
§ 13.1-1099.8. Claim seeking to disregard limitation of liability
§ 13.1-1099.9. Remedies of judgment creditor of associated member or protected series assignee
§ 13.1-1099.10. Enforcement of claim against non-associated asset
§ 13.1-1099.11. Events causing dissolution of protected series
§ 13.1-1099.12. Winding up dissolved protected series; voluntary cancellation
§ 13.1-1099.14. Protected series may not be party to entity transaction
§ 13.1-1099.16. Merger authorized; parties restricted
§ 13.1-1099.17. Plan of merger
§ 13.1-1099.18. Articles of merger
§ 13.1-1099.19. Effect of merger
§ 13.1-1099.20. Application of § 13.1-1099.10 after merger
§ 13.1-1099.25. Uniformity of application and construction
§ 13.1-1099.26. Effect on certain actions
§ 13.1-1099.27. Relation to Electronic Signatures in Global and National Commerce Act