[Amended 7-20-2017 by Res. No. 07-20-17-08]
As used in this article, the following terms shall have the
meanings indicated:
BUSINESS ORGANIZATION
A domestic or foreign corporation, limited partnership, general
partnership, or any other type of domestic or foreign, business enterprise,
incorporated or unincorporated.
ORGANIZATIONAL DOCUMENTS
Includes articles of organization, operating agreements,
articles of incorporation, bylaws, partnership agreements, agreements
of trust and declarations of trust, and any other basic records that
create an entity's organization and determine its internal governance
and relations among persons that own it, have an interest in it, or
are owners of it.
SURVIVING COMPANY
The constituent organization that survives a merger, as identified
in the articles of merger.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
A. Unless otherwise provided in its organizational documents, one or
more domestic limited liability companies may merge with or into one
or more business organizations as provided in the plan of merger.
B. Interests or shares in a business organization that is a party to
a merger may be exchanged for or converted into cash, property, obligations,
or interest in the surviving company.
Each constituent organization shall enter into a written plan of merger to be approved under §
4.2-56.
A merger has the following effects:
A. The constituent organizations must become a single entity, which
shall be the entity designated in the plan of merger as the surviving
company.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
B. Each constituent organization, except the surviving company, ceases
to exist.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
C. The surviving company possesses all of the rights, privileges, immunities,
and powers of each merged constituent organization and is subject
to all of the restrictions, disabilities, and duties of each merged
constituent organization.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
D. All property and all debts, including contributions, and each interest
belonging to or owed to each of the constituent organizations are
vested in the surviving company without further act.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
E. Title to all real estate and any interest in real estate, vested
in any constituent organization, does not revert and is not in any
way impaired because of the merger.
F. The surviving company has all the liabilities and obligations of
each of the constituent organizations and any claim existing or action
or proceedings pending by or against any merged constituent organization
may be prosecuted as if the merger had not taken place, or the surviving
company may be substituted in the action.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
G. The rights of creditors and any liens on the property of any constituent
organization survive the merger.
H. The interests in a constituent organization that are to be converted
or exchanged into interest, cash, obligations, or other property under
the terms of the plan of merger are converted and the former interest
holders are entitled only to the rights provided in the plan of merger
of the rights otherwise provided by law.
I. The articles of organization of the surviving company is amended
to the extent provided in the articles of merger.
[Amended 7-20-2017 by Res. No. 07-20-17-08]
Unless otherwise provided in the operating agreement, upon receipt of the notice required by §
4.2-56E, an owner who did not vote in favor of the merger may, within twenty (20) days after the date of the notice, voluntarily dissociate from the LLC under §
4.2-28C and receive fair value for the owner's LLC interest under §
4.2-35.