77009113.1-722.13Virginia Decodedhttps://vacode.org2016CorporationsVirginia Stock Corporation ActConversionEffect of entity conversion2001, c. 545; 2002, c. 1; 2005, c. 765; 2015, c. 623; 2016, c. 288.http://law.lis.virginia.gov/vacode/13.1-722.13//13.1-722.13/13.1/9/12.2/13.1-722.13When an entity conversion under this article becomes effective, with respect to that entity:sectionAA1 The title to all real estate and other property remains in the resulting entity without reversion or impairment;sectionA1A12 The liabilities remain the liabilities of the resulting entity;sectionA2A22 A pending proceeding may be continued by or against the resulting entity as if the conversion did not occur;sectionA3A32 The articles of organization attached to the articles of entity conversion constitute the articles of organization of the resulting entity;sectionA4A42 The shares of the converting entity are reclassified into interests in accordance with the plan of entity conversion; and the shareholders of the converting entity are entitled only to the rights provided in the plan of entity conversion or to the rights, if any, they may have under subdivision A 5 of § 13.1-730;sectionA5A52 The resulting entity is deemed to:
sectionA6A62 Be a limited liability company for all purposes;sectionA6aA6a3 Be the same entity without interruption as the converting entity that existed before the conversion;sectionA6bA6b3 Have been organized on the date that the converting entity was originally incorporated, organized, or formed; andsectionA6cA6c3 The converting entity shall cease to be a corporation when the certificate of entity conversion becomes effective.sectionA7A72Any shareholder 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.sectionBB1