Virginia Code 13.1-1099.17: Plan of merger
In a merger under § 13.1-1099.16, the plan of merger shall:
Terms Used In Virginia Code 13.1-1099.17
- after the merger: means when a merger under § 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
- Principal office: means the office, in or out of the Commonwealth, where the principal executive offices of a domestic or foreign limited liability company are located or, if there are no such offices, the office, in or out of the Commonwealth, so designated by the limited liability company. See Virginia Code 13.1-1002
- Relocated protected series: means a protected series of a non-surviving company which, after a merger under § 13. See Virginia Code 13.1-1088
- State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
- Surviving company: means a merging company that is the survivor of a merger under § 13. See Virginia Code 13.1-1088
1. Comply with § 13.1-1070;
2. Include the manner and basis of converting the protected series membership interests in the canceled protected series in the manner set forth in subdivisions C 4 and 5 of § 13.1-1070; and
3. State:
a. For any protected series of a non-surviving series limited liability company, whether after the merger the protected series will be a relocated protected series or be dissolved, wound up, and canceled;
b. For any protected series of the surviving series limited liability company that exists before the merger, whether after the merger the protected series will be a continuing protected series or be dissolved, wound up, and canceled;
c. For each relocated protected series, its new name; and
d. For any protected series to be established by the surviving company as a result of the merger, the name of the protected series and the post office address of its principal office.
2019, c. 636.