CODE OF VIRGINIA

PLAN OF ENTITY CONVERSION (§ 13.1-1273)

A. In the case of a domestic business trust that is a converting entity:

   1.  The business trust shall approve a plan of entity conversion setting
   forth:
               
               
               
            

      a.  A statement of the business trust’s intention to convert to a
      domestic limited liability company;

      b.  The terms and conditions of the conversion, including the manner and
      basis of converting the beneficial interests of the business trust into
      membership interests of the limited liability company, preserving the
      ownership proportion and relative rights, preferences, and limitations of
      each beneficial interest;

      c.  As an attachment to the plan, the full text of the articles of
      organization of the converting entity as they will be in effect upon
      consummation of the conversion; and

      d.  Any other provision relating to the conversion that may be desired.

   2.  The plan of entity conversion may also include a provision that the plan
   may be amended before the effective time and date of the certificate of entity
   conversion. An amendment made after the submission of the plan to the trustees
   shall not alter or change any of the terms or conditions of the plan if the
   change would adversely affect the beneficial interests of the converting
   entity, unless the amendment has been approved by the trustees in the manner
   set in § 13.1-1274.

B. In the case of a domestic partnership or limited partnership that is a
converting entity:

   1.  The partnership or limited partnership shall approve a plan of entity
   conversion setting forth:
               
               
               
            

      a.  A statement of the partnership’s or limited partnership’s
      intention to convert to a domestic business trust;

      b.  The terms and conditions of the conversion, including the manner and
      basis of converting the partnership interests of the limited partnership or
      partnership into beneficial interests of the business trust, preserving the
      ownership proportion and relative rights, preferences, and limitations of
      each partnership interest;

      c.  As an attachment to the plan, the full text of the articles of trust of
      the resulting entity as they will be in effect upon consummation of the
      conversion; and

      d.  Any other provision relating to the conversion that may be desired.

   2.  The plan of entity conversion may also include a provision that the plan
   may be amended before the effective time and date of the certificate of entity
   conversion. An amendment made after the submission of the plan:
               
            

      a.  To the partners of a partnership shall not alter or change any of the
      terms or conditions of the plan if the change would adversely affect the
      partnership interests of the partnership, unless the amendment has been
      approved by the partners in the manner set forth in § 13.1-1274; and

      b.  To the partners of a limited partnership shall not alter or change any
      of the terms or conditions of the plan if the change would adversely affect
      the partnership interests of the limited partnership, unless the amendment
      has been approved by the partners in the manner set forth in § 13.1-1274.

C. In the case of an other entity that is a converting entity:

   1.  The other entity shall approve a plan of entity conversion setting forth:
               
               
               
            

      a.  A statement of the other entity’s intention to convert to a
      domestic business trust;

      b.  The terms and conditions of the conversion, including the manner and
      basis of converting the interests of the other entity into beneficial
      interests of the business trust, preserving the ownership proportion and
      relative rights, preferences, and limitations of each interest of the other
      entity;

      c.  As an attachment to the plan, the full text of the articles of trust of
      the resulting entity as they will be in effect upon consummation of the
      conversion; and

      d.  Any other provision relating to the conversion that may be desired.

   2.  The plan of entity conversion may also include a provision that the plan
   may be amended before the effective time and date of the certificate of entity
   conversion. An amendment made after the submission of the plan to the persons
   who are authorized to approve the plan of entity conversion on behalf of the
   other entity shall not alter or change any of the terms or conditions of the
   plan if the change would adversely affect the interests of the other entity,
   unless the amendment has been approved by the persons who are authorized to
   approve the plan in the manner set forth in § 13.1-1274.

HISTORY: 2002, c. 621; 2016, c. 288.