78703013.1-1273Virginia Decodedhttps://vacode.org2016CorporationsVirginia Business Trust ActDomestication And ConversionPlan of entity conversion2002, c. 621; 2016, c. 288.http://law.lis.virginia.gov/vacode/13.1-1273//13.1-1273/13.1/14/12/13.1-1273

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

A

AA1

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

A

1

A1A12

section

A

1

a

A1aA1a3

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;section

A

1

b

A1bA1b3

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; andsection

A

1

c

A1cA1c3

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

A

1

d

A1dA1d3

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.section

A

2

A2A22

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

B

BB1

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

B

1

B1B12

section

B

1

a

B1aB1a3

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;section

B

1

b

B1bB1b3

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; andsection

B

1

c

B1cB1c3

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

B

1

d

B1dB1d3

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: section

B

2

B2B22

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; andsection

B

2

a

B2aB2a3

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.section

B

2

b

B2bB2b3

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

C

CC1

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

C

1

C1C12

section

C

1

a

C1aC1a3

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;section

C

1

b

C1bC1b3

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; andsection

C

1

c

C1cC1c3

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

C

1

d

C1dC1d3

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.section

C

2

C2C22