CODE OF VIRGINIA

ARTICLES OF ENTITY CONVERSION (§ 13.1-944.5)

A. After the plan of entity conversion of a corporation into a limited liability
company has been adopted and 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 corporation immediately before the filing of the articles
   of entity conversion and the name to which the name of the converting entity
   is to be changed, which name shall satisfy the requirements of the laws of the
   Commonwealth;

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

      a.  That the plan was adopted by the vote of at least two-thirds of the
      directors in office, including the reason member approval was not required;

      b.  That the plan was adopted by the unanimous consent of the members having
      voting rights; or

      c.  That the plan was proposed by the board of directors and submitted to
      the members in accordance with this chapter, and a statement of:
                     
                  

         (1.  The existence of a quorum of each voting group entitled to vote
         separately on the plan; and

         (2.  Either the total number of votes cast for and against the plan by
         each voting group entitled to vote separately on the plan or the total
         number of undisputed votes cast for the plan separately by each voting
         group and a statement that the number cast for the plan by each voting
         group was sufficient for approval by that voting group.

B. 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: 2012, c. 706; 2015, c. 623; 2016, c. 288.