Virginia Code 13.1-722.12: Articles of conversion; effectiveness.
A. After (i) a plan of conversion of a domestic corporation has been adopted and approved as required by this article or (ii) a domestic or foreign eligible entity that is the converting entity has approved a conversion as required under its organic law, or, if applicable, this article, articles of conversion shall be signed in the name of the converting entity. The articles of conversion shall set forth:
Terms Used In Virginia Code 13.1-722.12
- Articles of incorporation: means all documents constituting, at any particular time, the charter of a corporation. See Virginia Code 13.1-603
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
- Conversion: means a transaction pursuant to this article. See Virginia Code 13.1-722.8
- Converted entity: means the converting entity as it continues in existence after a conversion. See Virginia Code 13.1-722.8
- Converting entity: means the domestic corporation or eligible entity that approves a plan of conversion pursuant to § Virginia Code 13.1-722.8
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic corporation: means a corporation authorized by law to issue shares, irrespective of the nature of the business to be transacted, organized under this chapter or existing pursuant to the laws of the Commonwealth on January 1, 1986, or which, by virtue of articles of incorporation, amendment, or merger, has become a domestic corporation of the Commonwealth, even though also being a corporation organized under laws other than the laws of the Commonwealth, or that has become a domestic corporation of the Commonwealth pursuant to Article 12. See Virginia Code 13.1-603
- Eligible entity: means a domestic or foreign unincorporated entity or a domestic or foreign nonstock corporation. See Virginia Code 13.1-603
- Entity: includes any domestic or foreign corporation; any domestic or foreign nonstock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States and any foreign government. See Virginia Code 13.1-603
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
- Organic law: means the statute governing the internal affairs of a domestic or foreign corporation or eligible entity. See Virginia Code 13.1-603
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
- Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
- Service of process: The service of writs or summonses to the appropriate party.
1. The name of the converting entity, its jurisdiction of formation, and entity type;
2. The original name, date of formation, jurisdiction of formation, and entity type of the converted entity and its name, jurisdiction of formation, and entity type upon each subsequent domestication or conversion;
3. If the converting entity is a domestic corporation:
a. The plan of conversion;
b. The date the plan of conversion was approved;
c. A statement that the plan of conversion was approved by the unanimous consent of the shareholders, or a statement that the plan was submitted by the board of directors to the shareholders in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;
4. If the converted entity is a foreign eligible entity:
a. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process in any proceeding based on a cause of action arising during the time it was incorporated in the Commonwealth;
b. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision a; and
c. A commitment by the converting entity to notify the clerk of the Commission in the future of any change in its mailing address after the conversion becomes effective.
5. If the converting entity is a foreign eligible entity and the converted entity is a domestic corporation, a statement that the conversion is permitted by and was approved in accordance with the organic law of the foreign eligible entity; and
6. If the converting entity is a domestic nonstock corporation, limited partnership, partnership, or business trust and the converted entity is a domestic corporation:
a. The plan of conversion;
b. The date the plan of conversion was approved; and
c. A statement that the plan of conversion was approved in accordance with this chapter.
B. The articles of conversion shall be delivered to the Commission for filing. If the Commission finds that the articles of conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of conversion.
C. Articles of conversion under this section may be combined with any required conversion filing under the organic law of a domestic eligible entity or a foreign eligible entity that is authorized or registered to transact business in the Commonwealth that is the converting entity or converted entity if the combined filing satisfies the requirements of both this section and the other organic law.
2001, c. 545; 2002, c. 1; 2003, c. 598; 2015, c. 623; 2016, c. 288; 2019, c. 734; 2020, c. 1226.