Code of Virginia
Chapter 2.2 - Virginia Uniform Partnership Act
§ 50-73.131. Statement of merger

A. After a plan of merger is approved, the surviving partnership or limited partnership shall file with the Commission a statement of merger on behalf of the partnerships that have filed either a statement of partnership authority or a statement of registration as a registered limited liability partnership that is not canceled.
B. A statement of merger executed by each party to the merger shall contain:
1. The name of each partnership or limited partnership that is a party to the merger;
2. The name of the surviving entity into which the other partnerships or limited partnership were merged;
3. The identification number issued by the Commission to each partnership that has filed a statement of partnership authority that has not been canceled;
4. The street address of the surviving entity's principal office and of an office in this Commonwealth, if any; and
5. Whether the surviving entity is a partnership or a limited partnership.
C. Except as otherwise provided in subsection D, for the purposes of § 50-73.92, property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon filing a statement of merger.
D. For the purposes of § 50-73.92, real property of the surviving partnership or limited partnership which before the merger was held in the name of another party to the merger is property held in the name of the surviving entity upon recording a certified copy of the statement of merger in the office for recording transfers of that real property.
E. A filed and, if appropriate, recorded statement of merger, executed and declared to be accurate pursuant to subsection C of § 50-73.83, stating the name of a partnership or limited partnership that is a party to the merger in whose name property was held before the merger and the name of the surviving entity, but not containing all of the other information required by subsection B, operates with respect to the partnerships or limited partnerships named to the extent provided in subsections C and D.
1996, c. 292; 2000, c. 58; 2003, c. 567; 2007, c. 631; 2013, c. 18.

Structure Code of Virginia

Code of Virginia

Title 50 - Partnerships

Chapter 2.2 - Virginia Uniform Partnership Act

§ 50-73.79. Definitions

§ 50-73.80. Knowledge and notice

§ 50-73.81. Effect of partnership agreement; nonwaivable provisions

§ 50-73.82. Supplemental principles of law

§ 50-73.83. Execution, filing, and recording of statements; effective time and date; refunds; penalty

§ 50-73.84. Law governing internal relations

§ 50-73.85. Transactions between partner and partnership

§ 50-73.86. Partnership subject to amendment or repeal of chapter

§ 50-73.87. Partnership as entity

§ 50-73.88. Formation of partnership

§ 50-73.89. Partnership property

§ 50-73.90. When property is partnership property

§ 50-73.91. Partner agent of partnership

§ 50-73.92. Transfer of partnership property

§ 50-73.93. Statement of partnership authority

§ 50-73.94. Statement of denial

§ 50-73.95. Partnership liable for partner's actionable conduct

§ 50-73.96. Partner's liability

§ 50-73.97. Actions by and against partnership and partners

§ 50-73.98. Liability of purported partner

§ 50-73.99. Partner's rights and duties

§ 50-73.100. Distributions in kind

§ 50-73.101. Partner's rights and duties with respect to information

§ 50-73.102. General standards of partner's conduct

§ 50-73.103. Actions by partnership and partners

§ 50-73.104. Continuation of partnership beyond definite term or particular undertaking

§ 50-73.105. Partner not co-owner of partnership property

§ 50-73.106. Partner's transferable interest in partnership

§ 50-73.107. Transfer of partner's transferable interest

§ 50-73.108. Partner's transferable interest subject to charging order

§ 50-73.109. Events causing partner's dissociation

§ 50-73.110. Partner's power to dissociate; wrongful dissociation

§ 50-73.111. Effect of partner's dissociation

§ 50-73.112. Purchase of dissociated partner's interest

§ 50-73.113. Dissociated partner's power to bind partnership

§ 50-73.114. Dissociated partner's liability to other persons

§ 50-73.115. Statement of dissociation

§ 50-73.116. Continued use of partnership name

§ 50-73.117. Events causing dissolution and winding up of partnership business

§ 50-73.118. Partnership continues after dissolution

§ 50-73.119. Right to wind up partnership business

§ 50-73.120. Partner's power to bind partnership after dissolution

§ 50-73.121. Statement of dissolution

§ 50-73.122. Partner's liability to other partners after dissolution

§ 50-73.123. Settlement of accounts and contributions among partners

§ 50-73.124. Definitions

§ 50-73.125. Repealed

§ 50-73.126. Conversion of limited partnership to partnership

§ 50-73.127. Effect of conversion; entity unchanged

§ 50-73.128. Merger of partnerships

§ 50-73.129. Effect of merger

§ 50-73.130. Repealed

§ 50-73.131. Statement of merger

§ 50-73.132. Registered limited liability partnerships

§ 50-73.133. Name of registered limited liability partnership

§ 50-73.134. Registered limited liability partnership annual continuation reports; automatic cancellation of registration; restoration of status

§ 50-73.135. Registered office and registered agent

§ 50-73.136. Amendment of statement of registration; effect of statement of registration

§ 50-73.137. Cancellation of a registered limited liability partnership

§ 50-73.137:1. Effect of cancellation of limited partnership certificate or registration

§ 50-73.137:2. Known claims against dissolved registered limited liability partnership

§ 50-73.137:3. Other claims against dissolved registered limited liability partnership

§ 50-73.137:4. Court proceedings

§ 50-73.138. Registration of foreign registered limited liability partnerships

§ 50-73.139. Withdrawal of a foreign registered limited liability partnership

§ 50-73.140. Effect of failure of foreign registered limited liability partnership to register

§ 50-73.141. Applicability of chapter to foreign and interstate commerce

§ 50-73.142. Limited partnerships as registered limited liability partnerships

§ 50-73.143. Registration certificate required for registered limited liability partnership engaged in practice of law

§ 50-73.144. Application and construction

§ 50-73.145. Short title

§ 50-73.146. Repealed

§ 50-73.147. Applicability

§ 50-73.148. Transition

§ 50-73.149. Savings clause

§ 50-73.150. Property title records