Virginia Code 13.1-1099.19: Effect of merger
When a merger under § 13.1-1099.16 becomes effective, in addition to the effects stated in § 13.1-1073:
Terms Used In Virginia Code 13.1-1099.19
- Assignee: means a person to which all or part of a membership interest has been transferred, whether or not the transferor is a member. See Virginia Code 13.1-1002
- Associated member: means , with respect to a protected series, a member that meets the requirements stated in § 13. See Virginia Code 13.1-1088
- before the merger: means before a merger under § 13. See Virginia Code 13.1-1088
- Continuing protected series: means a protected series of a surviving company that continues in uninterrupted existence after a merger under § 13. See Virginia Code 13.1-1088
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Member: means a person that has been admitted to membership in a limited liability company as provided in § 13. See Virginia Code 13.1-1002
- Merging company: means a limited liability company that is party to a merger under § 13. See Virginia Code 13.1-1088
- Person: includes a protected series. See Virginia Code 13.1-1002
- Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Virginia Code 13.1-1002
- Protected series assignee: includes a person that owns a protected series membership interest as a result of ceasing to be an associated member of a protected series. See Virginia Code 13.1-1088
- Relocated protected series: means a protected series of a non-surviving company which, after a merger under § 13. See Virginia Code 13.1-1088
- Surviving company: means a merging company that is the survivor of a merger under § 13. See Virginia Code 13.1-1088
- Transfer: includes an assignment, a conveyance, a sale, a lease, an encumbrance including a mortgage or security interest, a gift, and a transfer by operation of law. See Virginia Code 13.1-1002
1. As provided in the plan of merger, each protected series of each merging company which was established before the merger:
a. Is a relocated protected series or continuing protected series; or
b. Is dissolved, wound up, and canceled;
2. Any protected series to be established as a result of the merger is established;
3. Any relocated protected series or continuing protected series is the same person without interruption as it was before the merger;
4. All property of a relocated protected series or continuing protected series continues to be vested in the protected series without transfer, reversion, or impairment;
5. All debts, obligations, and other liabilities of a relocated protected series or continuing protected series continue as debts, obligations, and other liabilities of the protected series;
6. Except as otherwise provided by law or the plan of merger, all the rights, privileges, immunities, powers, and purposes of a relocated protected series or continuing protected series remain in the protected series;
7. The new name of a relocated protected series may be substituted for the former name of the protected series in any pending action or proceeding;
8. If provided in the plan of merger:
a. A person becomes an associated member or protected series assignee of a relocated protected series or continuing protected series;
b. A person becomes an associated member of a protected series established by the surviving company as a result of the merger;
c. Any change in the rights or obligations of a person in the person’s capacity as an associated member or protected series assignee of a relocated protected series or continuing protected series takes effect; and
d. Any consideration to be paid to a person that before the merger was an associated member or protected series assignee of a relocated protected series or continuing protected series is due; and
9. Any person that is a member of a relocated protected series becomes a member of the surviving company, if not already a member.
2019, c. 636.