§ 13.1-928.1. Merger of foreign corporation authorized to transact businessin Commonwealth.
A. Whenever a foreign corporation authorized to transact business in theCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under whose laws it is incorporated, and such corporationis the surviving entity of the merger, it shall, within 30 days after suchmerger becomes effective, file with the Commission a copy of the instrumentof merger duly authenticated by the Secretary of State or other officialhaving custody of corporate records in the state or other jurisdiction underwhose laws such merger was effected; however, the filing shall not berequired when a foreign corporation merges with a domestic corporation, theforeign corporation's articles of incorporation are not amended by saidmerger, and the articles of merger filed on behalf of the domesticcorporation pursuant to § 13.1-896 contain a statement that the merger ispermitted under the laws of the state or other jurisdiction in which theforeign corporation is incorporated and that the foreign corporation hascomplied with that law in effecting the merger.
B. Whenever a foreign corporation authorized to transact business in theCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under the laws of which it is incorporated, and suchcorporation is not the surviving entity of the merger or, whenever such aforeign corporation is a party to a consolidation so permitted, the survivingor resulting domestic or foreign corporation, limited liability company,business trust, partnership, or limited partnership shall, if not continuingto transact business in the Commonwealth, within 30 days after such merger orconsolidation becomes effective, deliver to the Commission a copy of theinstrument of merger or consolidation duly authenticated by the Secretary ofState or other official having custody of corporate records in the state orother jurisdiction under whose laws such merger or consolidation was effectedand comply in behalf of the predecessor corporation with the provisions of §13.1-929. If a surviving or resulting corporation or limited liabilitycompany, business trust, partnership, or limited partnership is to continueto transact business in the Commonwealth and has not received a certificateof authority to transact business in the Commonwealth, within such 30 days,deliver to the Commission an application for a certificate of authority totransact business in the Commonwealth, together with a duly authenticatedcopy of the instrument of merger or consolidation and also, in case of amerger, a copy of its articles of incorporation and all amendments thereto,duly authenticated by the Secretary of State or other official having custodyof corporate records in the state or country under whose laws it isincorporated.
C. Upon the merger or consolidation of two or more foreign corporations anyone of which owns property in the Commonwealth, all such property shall passto the surviving or resulting corporation except as otherwise provided by thelaws of the state by which it is governed, but only from the time when a dulyauthenticated copy of the instrument of merger or consolidation is filed withthe Commission.
(1986, c. 571; 1990, c. 283; 2006, c. 663; 2007, c. 925.)
§ 13.1-928.1. Merger of foreign corporation authorized to transact businessin Commonwealth.
A. Whenever a foreign corporation authorized to transact business in theCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under whose laws it is incorporated, and such corporationis the surviving entity of the merger, it shall, within 30 days after suchmerger becomes effective, file with the Commission a copy of the instrumentof merger duly authenticated by the Secretary of State or other officialhaving custody of corporate records in the state or other jurisdiction underwhose laws such merger was effected; however, the filing shall not berequired when a foreign corporation merges with a domestic corporation, theforeign corporation's articles of incorporation are not amended by saidmerger, and the articles of merger filed on behalf of the domesticcorporation pursuant to § 13.1-896 contain a statement that the merger ispermitted under the laws of the state or other jurisdiction in which theforeign corporation is incorporated and that the foreign corporation hascomplied with that law in effecting the merger.
B. Whenever a foreign corporation authorized to transact business in theCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under the laws of which it is incorporated, and suchcorporation is not the surviving entity of the merger or, whenever such aforeign corporation is a party to a consolidation so permitted, the survivingor resulting domestic or foreign corporation, limited liability company,business trust, partnership, or limited partnership shall, if not continuingto transact business in the Commonwealth, within 30 days after such merger orconsolidation becomes effective, deliver to the Commission a copy of theinstrument of merger or consolidation duly authenticated by the Secretary ofState or other official having custody of corporate records in the state orother jurisdiction under whose laws such merger or consolidation was effectedand comply in behalf of the predecessor corporation with the provisions of §13.1-929. If a surviving or resulting corporation or limited liabilitycompany, business trust, partnership, or limited partnership is to continueto transact business in the Commonwealth and has not received a certificateof authority to transact business in the Commonwealth, within such 30 days,deliver to the Commission an application for a certificate of authority totransact business in the Commonwealth, together with a duly authenticatedcopy of the instrument of merger or consolidation and also, in case of amerger, a copy of its articles of incorporation and all amendments thereto,duly authenticated by the Secretary of State or other official having custodyof corporate records in the state or country under whose laws it isincorporated.
C. Upon the merger or consolidation of two or more foreign corporations anyone of which owns property in the Commonwealth, all such property shall passto the surviving or resulting corporation except as otherwise provided by thelaws of the state by which it is governed, but only from the time when a dulyauthenticated copy of the instrument of merger or consolidation is filed withthe Commission.
(1986, c. 571; 1990, c. 283; 2006, c. 663; 2007, c. 925.)
§ 13.1-928.1. Merger of foreign corporation authorized to transact businessin Commonwealth.
A. Whenever a foreign corporation authorized to transact business in theCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under whose laws it is incorporated, and such corporationis the surviving entity of the merger, it shall, within 30 days after suchmerger becomes effective, file with the Commission a copy of the instrumentof merger duly authenticated by the Secretary of State or other officialhaving custody of corporate records in the state or other jurisdiction underwhose laws such merger was effected; however, the filing shall not berequired when a foreign corporation merges with a domestic corporation, theforeign corporation's articles of incorporation are not amended by saidmerger, and the articles of merger filed on behalf of the domesticcorporation pursuant to § 13.1-896 contain a statement that the merger ispermitted under the laws of the state or other jurisdiction in which theforeign corporation is incorporated and that the foreign corporation hascomplied with that law in effecting the merger.
B. Whenever a foreign corporation authorized to transact business in theCommonwealth is a party to a merger permitted by the laws of the state orother jurisdiction under the laws of which it is incorporated, and suchcorporation is not the surviving entity of the merger or, whenever such aforeign corporation is a party to a consolidation so permitted, the survivingor resulting domestic or foreign corporation, limited liability company,business trust, partnership, or limited partnership shall, if not continuingto transact business in the Commonwealth, within 30 days after such merger orconsolidation becomes effective, deliver to the Commission a copy of theinstrument of merger or consolidation duly authenticated by the Secretary ofState or other official having custody of corporate records in the state orother jurisdiction under whose laws such merger or consolidation was effectedand comply in behalf of the predecessor corporation with the provisions of §13.1-929. If a surviving or resulting corporation or limited liabilitycompany, business trust, partnership, or limited partnership is to continueto transact business in the Commonwealth and has not received a certificateof authority to transact business in the Commonwealth, within such 30 days,deliver to the Commission an application for a certificate of authority totransact business in the Commonwealth, together with a duly authenticatedcopy of the instrument of merger or consolidation and also, in case of amerger, a copy of its articles of incorporation and all amendments thereto,duly authenticated by the Secretary of State or other official having custodyof corporate records in the state or country under whose laws it isincorporated.
C. Upon the merger or consolidation of two or more foreign corporations anyone of which owns property in the Commonwealth, all such property shall passto the surviving or resulting corporation except as otherwise provided by thelaws of the state by which it is governed, but only from the time when a dulyauthenticated copy of the instrument of merger or consolidation is filed withthe Commission.
(1986, c. 571; 1990, c. 283; 2006, c. 663; 2007, c. 925.)
