CODE OF VIRGINIA

ARTICLES OF ENTITY CONVERSION (§ 13.1-1275)

A. After the conversion of a domestic business trust into a domestic limited
liability company has been approved as required by this article, the converting
entity shall deliver to the Commission for filing articles of entity conversion
setting forth:

   1.  The name of the domestic business trust immediately before the filing of
   the articles of entity conversion and the name of the converting entity upon
   its conversion to a domestic limited liability company, which shall satisfy
   the requirements of § 13.1-1012;

   2.  The date on which the converting entity was originally organized, formed,
   or incorporated, and its original name, entity type, and jurisdiction of
   organization, formation, or incorporation, and, for each subsequent change of
   entity type or jurisdiction of organization, formation, or incorporation made
   before the filing of the articles of entity conversion, the effective date of
   the change and the converting entity’s name, entity type, and
   jurisdiction of organization, formation, or incorporation upon consummation of
   the change;

   3.  The plan of entity conversion, including the full text of the articles of
   organization of the resulting entity that comply with the requirements of
   Chapter 12 (§ 13.1-1000 et seq.), as they will be in effect upon consummation
   of the conversion;

   4.  The date the plan of entity conversion was approved; and

   5.  A statement that the plan of entity conversion was adopted by the business
   trust in accordance with § 13.1-1274.

B. After the conversion of a domestic partnership or limited partnership into a
domestic business trust has been approved as required by this article, the
converting entity shall deliver to the Commission for filing articles of entity
conversion setting forth:

   1.  The name of the domestic partnership or limited partnership immediately
   before the filing of the articles of entity conversion and the name of the
   converting entity upon its conversion to a domestic business trust, which
   shall satisfy the requirements of this chapter;

   2.  The date on which the converting entity was originally organized, formed,
   or incorporated, and its original name, entity type, and jurisdiction of
   organization, formation, or incorporation, and, for each subsequent change of
   entity type or jurisdiction of organization, formation, or incorporation made
   before the filing of the articles of entity conversion, the effective date of
   the change and the converting entity’s name, entity type, and
   jurisdiction of organization, formation, or incorporation upon consummation of
   the change;

   3.  The plan of entity conversion, including the full text of the articles of
   trust of the resulting entity that comply with the requirements of this
   chapter as they will be in effect upon consummation of the conversion;

   4.  The date the plan of entity conversion was approved; and

   5.  A statement that the plan of entity conversion was adopted by the
   partnership or limited partnership in accordance with § 13.1-1274.

C. After the conversion of an other entity into a domestic business trust has
been approved as required by this article, the converting entity shall deliver
to the Commission for filing articles of entity conversion setting forth:

   1.  The name of the other entity immediately before the filing of the articles
   of entity conversion and the name of the converting entity upon its conversion
   to a domestic business trust, which shall satisfy the requirements of this
   chapter;

   2.  The date on which the converting entity was originally organized, formed,
   or incorporated, and its original name, entity type, and jurisdiction of
   organization, formation, or incorporation, and, for each subsequent change of
   entity type or jurisdiction of organization, formation, or incorporation made
   before the filing of the articles of entity conversion, the effective date of
   the change and the converting entity’s name, entity type, and
   jurisdiction of organization, formation, or incorporation upon consummation of
   the change;

   3.  The plan of entity conversion, including the full text of the articles of
   trust of the resulting entity that comply with the requirements of this
   chapter as they will be in effect upon consummation of the conversion;

   4.  The date the plan of entity conversion was approved; and

   5.  A statement that the plan of entity conversion was adopted by the other
   entity in accordance with § 13.1-1274.

D. If the Commission finds that the articles of entity conversion comply with
the requirements of law and that all required fees have been paid, it shall
issue a certificate of entity conversion.

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