Virginia Code 13.1-1275: Articles of entity conversion.
A. After the conversion of a domestic business trust into a domestic limited liability company has been approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth:
Terms Used In Virginia Code 13.1-1275
- Articles of trust: includes the original articles of trust, the original certificate of trust issued by the Commission, and all amendments to the articles of trust. See Virginia Code 13.1-1201
- Business trust: includes , without limitation, any of the following entities that conform with subdivisions 1 and 2 of this definition:
(1) A trust of the type known at common law as a "business trust" or "Massachusetts trust";
(2) A trust qualifying as a real estate mortgage investment conduit under § 860 D of the United States Internal Revenue Code of 1986, as amended, or under any successor provision;
(3) A trust qualifying as a real estate investment trust under §§ 856 through 859 of the United States Internal Revenue Code of 1986, as amended, or under any successor provision; or
(4) A "real estate investment trust" or "trust" created under former Chapter 9 of Title 6 or former Chapter 9 of Title 6. See Virginia Code 13.1-1201
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-1201
- Converting entity: means the domestic or foreign business trust, corporation, limited liability company, limited partnership, partnership, or other entity that adopts a plan of domestication or plan of entity conversion pursuant to this article. See Virginia Code 13.1-1264
- domestic business trust: means an unincorporated business, trust, or association that:
1. See Virginia Code 13.1-1201
- Domestic partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under § Virginia Code 13.1-1201
- Entity: includes any domestic or foreign business trust or other business entity, any estate or trust, and any state, the United States, and any foreign government. See Virginia Code 13.1-1201
- Entity conversion: means conversion. See Virginia Code 13.1-1201
- 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.
- Other entity: means a domestic real estate investment trust or common law trust. See Virginia Code 13.1-1264
- 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 limited liability company or business trust that is in existence upon consummation of an entity conversion pursuant to this article. See Virginia Code 13.1-1264
- Trust: includes a common law trust, business trust, and foreign business trust. See Virginia Code 13.1-1201
1. The name of the domestic business trust immediately before the filing of the articles of entity conversion and the name of the converting entity upon its conversion to a domestic limited liability company, which shall satisfy the requirements of § 13.1-1012;
2. The date on which the converting entity was originally organized, formed, or incorporated, and its original name, entity type, and jurisdiction of organization, formation, or incorporation, and, for each subsequent change of entity type or jurisdiction of organization, formation, or incorporation made before the filing of the articles of entity conversion, the effective date of the change and the converting entity’s name, entity type, and jurisdiction of organization, formation, or incorporation 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 that the plan of entity conversion was adopted by the business trust in accordance with § 13.1-1274.
B. After the conversion of a domestic partnership or limited partnership into a domestic business trust has been 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 domestic partnership or limited partnership immediately before the filing of the articles of entity conversion and the name of the converting entity upon its conversion to a domestic business trust, which shall satisfy the requirements of this chapter;
2. The date on which the converting entity was originally organized, formed, or incorporated, and its original name, entity type, and jurisdiction of organization, formation, or incorporation, and, for each subsequent change of entity type or jurisdiction of organization, formation, or incorporation made before the filing of the articles of entity conversion, the effective date of the change and the converting entity’s name, entity type, and jurisdiction of organization, formation, or incorporation upon consummation of the change;
3. The plan of entity conversion, including the full text of the articles of trust of the resulting entity that comply with the requirements of this chapter 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 that the plan of entity conversion was adopted by the partnership or limited partnership in accordance with § 13.1-1274.
C. After the conversion of an other entity into a domestic business trust has been 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 other entity immediately before the filing of the articles of entity conversion and the name of the converting entity upon its conversion to a domestic business trust, which shall satisfy the requirements of this chapter;
2. The date on which the converting entity was originally organized, formed, or incorporated, and its original name, entity type, and jurisdiction of organization, formation, or incorporation, and, for each subsequent change of entity type or jurisdiction of organization, formation, or incorporation made before the filing of the articles of entity conversion, the effective date of the change and the converting entity’s name, entity type, and jurisdiction of organization, formation, or incorporation upon consummation of the change;
3. The plan of entity conversion, including the full text of the articles of trust of the resulting entity that comply with the requirements of this chapter 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 that the plan of entity conversion was adopted by the other entity in accordance with § 13.1-1274.
D. 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.