77503413.1-1086Virginia Decodedhttps://vacode.org2016CorporationsVirginia Limited Liability Company ActConversion.Effect of entity conversion2016, c. 288.http://law.lis.virginia.gov/vacode/13.1-1086//13.1-1086/13.1/12/15/13.1-1086

When an entity conversion under this article becomes effective, with respect to that entity:section

A

AA1

The title to all real estate and other property remains in the resulting entity without reversion or impairment;section

A

1

A1A12

The liabilities of the converting entity remain the liabilities of the resulting entity; andsection

A

2

A2A22

A proceeding pending may be continued by or against the resulting entity as if the conversion did not occur.section

A

3

A3A32

When the resulting entity is a domestic stock corporation or business trust:section

B

BB1

The articles of incorporation or articles of trust attached to the articles of entity conversion constitute the articles of incorporation or articles of trust of the resulting entity;section

B

1

B1B12

The interests of the converting entity are reclassified into shares or beneficial interests of the resulting entity in accordance with the plan of entity conversion; and the members of the converting entity are entitled only to the rights provided in the plan of entity conversion;section

B

2

B2B22

The resulting entity is deemed to: section

B

3

B3B32

Be a domestic stock corporation or business trust, as the case may be, for all purposes;section

B

3

a

B3aB3a3

Be the same stock corporation or business trust without interruption as the converting entity that existed before the conversion; andsection

B

3

b

B3bB3b3

Have been incorporated or formed on the date that the converting entity was originally incorporated, organized, or formed;section

B

3

c

B3cB3c3

The converting entity shall cease to be a limited liability company when the certificate of entity conversion becomes effective; andsection

B

4

B4B42

Any member of a converting entity who, before the conversion, was liable for the liabilities or obligations of the converting entity is not released from those liabilities or obligations by reason of the conversion.section

B

5

B5B52

When the converting entity is a partnership or a limited partnership:section

C

CC1

The articles of organization attached to the articles of entity conversion constitute the articles of organization of the resulting entity;section

C

1

C1C12

The eligible interests of the converting entity are reclassified into membership interests in accordance with the plan of entity conversion; and the partners of the converting entity are entitled only to the rights provided in the plan of entity conversion;section

C

2

C2C22

The resulting entity is deemed to: section

C

3

C3C32

Be a domestic limited liability company for all purposes;section

C

3

a

C3aC3a3

Be the same limited liability company without interruption as the converting entity that existed before the conversion; andsection

C

3

b

C3bC3b3

Have been organized on the date that the converting entity was originally formed, organized, or incorporated;section

C

3

c

C3cC3c3

The converting entity shall cease to be a partnership or limited partnership when the certificate of entity conversion becomes effective;section

C

4

C4C42

If the converting entity is a partnership, a statement of partnership authority filed by the partnership that has not been canceled shall be deemed canceled when the certificate of entity conversion becomes effective;section

C

5

C5C52

If the converting entity is a limited partnership, its certificate of limited partnership shall be deemed canceled when the certificate of entity conversion becomes effective;section

C

6

C6C62

If the partnership or limited partnership is registered as a registered limited liability partnership, that status shall be deemed canceled when the certificate of entity conversion becomes effective; andsection

C

7

C7C72

Any partner of a converting entity who, before the conversion, was liable for the liabilities or obligations of the converting entity is not released from those liabilities or obligations by reason of the conversion.section

C

8

C8C82