CODE OF VIRGINIA

EFFECT OF ENTITY CONVERSION (§ 13.1-1276)

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

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

   2.  The liabilities of the converting entity remain the liabilities of the
   resulting entity; and

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

B. When the resulting entity is a domestic limited liability company:

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

   2.  The beneficial interests of the converting entity are reclassified into
   membership interests of the resulting entity in accordance with the plan of
   entity conversion; and the holders of the beneficial interests of the
   converting entity are entitled only to the rights provided in the plan of
   entity conversion;

   3.  The resulting entity is deemed to:
               
               
            

      a.  Be a domestic limited liability company for all purposes;

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

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

   4.  The converting entity shall cease to be a business trust when the
   certificate of entity conversion becomes effective; and

   5.  Any trustee 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.

C. When the converting entity is a partnership or a limited partnership:

   1.  The articles of trust attached to the articles of entity conversion
   constitute the articles of trust of the resulting entity;

   2.  The partnership interests of the converting entity are reclassified into
   beneficial interests of the resulting entity 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;

   3.  The resulting entity is deemed to:
               
               
            

      a.  Be a domestic business trust for all purposes;

      b.  Be the same business trust without interruption as the converting entity
      that existed before the conversion; and

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

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

   5.  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;

   6.  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;

   7.  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; and

   8.  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.

D. When the converting entity is an other entity:

   1.  The articles of trust attached to the articles of entity conversion
   constitute the articles of trust of the resulting entity;

   2.  The shares or interests of the converting entity are reclassified into
   beneficial interests of the resulting entity in accordance with the plan of
   entity conversion; and the persons having an interest in the converting entity
   are entitled only to the rights provided in the plan of entity conversion;

   3.  The surviving entity is deemed to:
               
               
            

      a.  Be a business trust for all purposes;

      b.  Be the same business trust without interruption as the converting entity
      that existed before the conversion; and

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

   4.  The converting entity shall cease to be an other entity when the
   certificate of entity conversion becomes effective.

HISTORY: 2002, c. 621; 2005, c. 765; 2016, c. 288.