CODE OF VIRGINIA

EFFECT OF CONVERSION (§ 13.1-944)

A. When a conversion under this article becomes effective:

   1.  The corporation continues its existence as a domestic stock corporation
   subject to the provisions of Chapter 9 (§ 13.1-601 et seq.);

   2.  The directors of the corporation continue in office until their terms
   expire and new directors are elected by the shareholders;

   3.  The title to all real estate and other property remains in the domestic
   stock corporation without reversion or impairment;

   4.  The liabilities remain the liabilities of the domestic stock corporation;

   5.  A pending proceeding may be continued by or against the domestic stock
   corporation as if the conversion did not occur;

   6.  The amended and restated articles of incorporation set forth in the
   articles of restatement shall constitute the articles of incorporation of the
   domestic stock corporation;

   7.  The membership interests, if any, of the corporation are reclassified into
   shares or other property, or canceled, in accordance with the articles of
   restatement, and the members of the corporation are entitled only to the
   rights provided in the articles of restatement;

   8.  The domestic stock corporation is deemed to:
               
               
            

      a.  Be a domestic stock corporation for all purposes;

      b.  Be the same corporation without interruption as the converting
      corporation that existed prior to the conversion; and

      c.  Have been incorporated on the date that the converting corporation was
      originally incorporated; and

   9.  The corporation shall cease to be a corporation organized under the
   provisions of this chapter.

B. Any member of a corporation that converts to a domestic stock corporation
who, prior to the conversion, was liable for the liabilities or obligations of
the corporation is not released from those liabilities or obligations by reason
of the conversion.

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