A. A corporation converting to a domestic stock corporation shall file with the Commission articles of restatement in accordance with § 13.1-889.

B. In addition to the information required by subsection D of § 13.1-889, if the corporation has one or more classes of members, the articles of restatement shall set forth (i) the manner and basis of converting the membership interests of each class of members of the corporation into shares or other securities, obligations, rights to acquire shares, or other securities, cash, other property, or any combination of the foregoing or (ii) a statement that the membership interests of the members will be canceled without consideration as a result of the corporation’s conversion to a domestic stock corporation.

C. The articles of restatement shall set forth the text of the amended and restated articles of incorporation that comply with the requirements of Chapter 9 (§ 13.1-601 et seq.) as they will be in effect immediately upon the consummation of the conversion.

D. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement in accordance with § 13.1-889.

History

1989, c. 609; 2015, c. 623.