Virginia Code 13.1-1083: Plan of entity conversion.
A. In the case of a domestic limited liability company that is a converting entity:
Terms Used In Virginia Code 13.1-1083
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of organization: means all documents constituting, at any particular time, the articles of organization of a limited liability company. See Virginia Code 13.1-1002
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Converting entity: means the domestic limited liability company, partnership, or limited partnership that adopts a plan of entity conversion pursuant to this article. See Virginia Code 13.1-1081
- 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 limited liability company: means an entity that is an unincorporated organization organized and existing under this chapter, or that has become a domestic limited liability company of the Commonwealth pursuant to § 13. See Virginia Code 13.1-1002
- Entity: includes any domestic or foreign limited liability company, any domestic or foreign other business entity, any estate or trust, and any state, the United States, and any foreign government. See Virginia Code 13.1-1002
- Entity conversion: means conversion. See Virginia Code 13.1-1002
- interest: means a member's share of the profits and the losses of the limited liability company and the right to receive distributions of the limited liability company's assets. See Virginia Code 13.1-1002
- 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.
- Resulting entity: means the domestic stock corporation, business trust, or limited liability company that is in existence upon consummation of an entity conversion pursuant to this article. See Virginia Code 13.1-1081
1. The limited liability company shall approve a plan of entity conversion setting forth:
a. A statement of the limited liability company’s intention to convert to a domestic stock corporation or business trust;
b. The terms and conditions of the conversion, including the manner and basis of converting the membership interests of the limited liability company into shares of the stock corporation or beneficial interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each membership interest of the converting entity;
c. As an attachment to the plan, the full text of the articles of incorporation or articles of trust of the converting entity as they will be in effect upon consummation of the conversion; and
d. Any other provision relating to the conversion that may be desired.
2. The plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan to the members shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the membership interests of the converting entity, unless the amendment has been approved by the members in the manner set forth in § 13.1-1084.
B. In the case of a domestic partnership or limited partnership that is a converting entity:
1. The partnership or limited partnership shall approve a plan of entity conversion setting forth:
a. A statement of the partnership’s or limited partnership’s intention to convert to a domestic limited liability company;
b. The terms and conditions of the conversion, including the manner and basis of converting the partnership interests of the partnership or limited partnership into membership interests of the limited liability company, preserving the ownership proportion and relative rights, preferences, and limitations of each partnership interest;
c. As an attachment to the plan, the full text of the articles of organization of the resulting entity as they will be in effect upon consummation of the conversion; and
d. Any other provision relating to the conversion that may be desired.
2. The plan of entity conversion may also include a provision that the plan of entity conversion may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan:
a. To the partners of a partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the partnership, unless the amendment is approved by the partners in the manner set forth in § 13.1-1084; and
b. To the partners of a limited partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the limited partnership, unless the amendment is approved by the partners in the manner set forth in § 13.1-1084.
2016, c. 288.