§ 13.1-1099.19 — Effect of merger

Virginia § 13.1-1099.19

• Jurisdiction: Virginia
• Title 13.1: Corporations
• Ch. 12: Virginia Limited Liability Company Act
• Art. 16: Protected Series

Text

When a merger under § 13.1-1099.16 becomes effective, in addition to the effects stated in § 13.1-1073:

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.

Legislative History

2019, c. 636.