§ 13.1-1106. Merger with foreign professional limited liability company orforeign professional corporation.
Any limited liability company organized under this chapter may merge with oneor more foreign professional limited liability companies that have obtained acertificate of registration to transact business in the Commonwealth pursuantto § 13.1-1105, or one or more foreign professional corporations that haveobtained a certificate of authority to transact business in the Commonwealthpursuant to § 13.1-544.2, only if the professional limited liabilitycompanies and the professional corporations are organized to render the sameprofessional services, provided that (i) the merger is permitted by the lawsof the jurisdiction under which each such foreign professional limitedliability company or foreign professional corporation is organized, (ii) ifthe surviving or new professional business entity is a professional limitedliability company organized and operating under the laws of the Commonwealth,all of its members and managers shall be licensed or otherwise legallyauthorized to render the same professional service as the limited liabilitycompany, provided that if such service is that of architects, professionalengineers, land surveyors or certified landscape architects, or anycombination thereof, at least two-thirds of its membership interests shall beheld by individuals or professional business entities that are licensed orotherwise legally authorized within the Commonwealth to render the applicableservice, and (iii) if the surviving or new professional business entity is aprofessional corporation organized and operating under the laws of theCommonwealth, all of its shareholders shall be licensed or otherwise legallyauthorized to render the same professional service as the professionalcorporation, provided that if such service is that of architects,professional engineers, land surveyors or certified landscape architects, orany combination thereof, at least two-thirds of its shares shall be held byindividuals who are licensed or otherwise legally authorized within theCommonwealth to render the applicable service.
§ 13.1-1106. Merger with foreign professional limited liability company orforeign professional corporation.
Any limited liability company organized under this chapter may merge with oneor more foreign professional limited liability companies that have obtained acertificate of registration to transact business in the Commonwealth pursuantto § 13.1-1105, or one or more foreign professional corporations that haveobtained a certificate of authority to transact business in the Commonwealthpursuant to § 13.1-544.2, only if the professional limited liabilitycompanies and the professional corporations are organized to render the sameprofessional services, provided that (i) the merger is permitted by the lawsof the jurisdiction under which each such foreign professional limitedliability company or foreign professional corporation is organized, (ii) ifthe surviving or new professional business entity is a professional limitedliability company organized and operating under the laws of the Commonwealth,all of its members and managers shall be licensed or otherwise legallyauthorized to render the same professional service as the limited liabilitycompany, provided that if such service is that of architects, professionalengineers, land surveyors or certified landscape architects, or anycombination thereof, at least two-thirds of its membership interests shall beheld by individuals or professional business entities that are licensed orotherwise legally authorized within the Commonwealth to render the applicableservice, and (iii) if the surviving or new professional business entity is aprofessional corporation organized and operating under the laws of theCommonwealth, all of its shareholders shall be licensed or otherwise legallyauthorized to render the same professional service as the professionalcorporation, provided that if such service is that of architects,professional engineers, land surveyors or certified landscape architects, orany combination thereof, at least two-thirds of its shares shall be held byindividuals who are licensed or otherwise legally authorized within theCommonwealth to render the applicable service.
§ 13.1-1106. Merger with foreign professional limited liability company orforeign professional corporation.
Any limited liability company organized under this chapter may merge with oneor more foreign professional limited liability companies that have obtained acertificate of registration to transact business in the Commonwealth pursuantto § 13.1-1105, or one or more foreign professional corporations that haveobtained a certificate of authority to transact business in the Commonwealthpursuant to § 13.1-544.2, only if the professional limited liabilitycompanies and the professional corporations are organized to render the sameprofessional services, provided that (i) the merger is permitted by the lawsof the jurisdiction under which each such foreign professional limitedliability company or foreign professional corporation is organized, (ii) ifthe surviving or new professional business entity is a professional limitedliability company organized and operating under the laws of the Commonwealth,all of its members and managers shall be licensed or otherwise legallyauthorized to render the same professional service as the limited liabilitycompany, provided that if such service is that of architects, professionalengineers, land surveyors or certified landscape architects, or anycombination thereof, at least two-thirds of its membership interests shall beheld by individuals or professional business entities that are licensed orotherwise legally authorized within the Commonwealth to render the applicableservice, and (iii) if the surviving or new professional business entity is aprofessional corporation organized and operating under the laws of theCommonwealth, all of its shareholders shall be licensed or otherwise legallyauthorized to render the same professional service as the professionalcorporation, provided that if such service is that of architects,professional engineers, land surveyors or certified landscape architects, orany combination thereof, at least two-thirds of its shares shall be held byindividuals who are licensed or otherwise legally authorized within theCommonwealth to render the applicable service.
