Code of Virginia (Last Updated:July 28, 2020) |
TITLE 13.1. Corporations |
CHAPTER 12. Virginia Limited Liability Company Act |
ARTICLE 16. Protected Series |
SECTION 13.1-1099.20. (Effective July 1, 2021) Application of § 13.1-1099.10 after merger |
A. A creditor's right that existed under § 13.1-1099.10 immediately before a merger under § 13.1-1099.10 may be enforced after the merger in accordance with the following rules: 1. A creditor's right that existed immediately before the merger against the surviving company, a continuing protected series, or a relocated protected series continues without change after the merger. 2. A creditor's right that existed immediately before the merger against a non-surviving company: a. May be asserted against an asset of the non-surviving company that vested in the surviving company as a result of the merger; and b. Does not otherwise change. 3. Subject to subsection B, the following rules apply: a. In addition to the remedy stated in subdivision 1, a creditor with a right under § 13.1-1099.10 that existed immediately before the merger against a non-surviving company or a relocated protected series may assert the right against: (1) An asset of the surviving company, other than an asset of the non-surviving company that vested in the surviving company as a result of the merger; (2) An asset of a continuing protected series; (3) An asset of a protected series established by the surviving company as a result of the merger; (4) If the creditor's right was against an asset of the non-surviving company, an asset of a relocated protected series; or (5) If the creditor's right was against an asset of a relocated protected series, an asset of a relocated protected series. b. In addition to the remedy stated in subdivision 2, a creditor with a right that existed immediately before the merger against the surviving company or a continuing protected series may assert the right against: (1) An asset of a relocated protected series; or (2) An asset of a non-surviving company that vested in the surviving company as a result of the merger. B. For the purposes of subdivision A 3 and subdivisions B 1a, B 2a, and B 3a of § 13.1-1099.10 , the incurrence date is deemed to be the date on which the merger becomes effective. C. A merger under § 13.1-1099.10 does not affect the manner in which § 13.1-1099.10 applies to a liability incurred after the merger. 2019, c. 13.1-1099.10 . |