Virginia Code 13.1-944.6: Effect of entity conversion.
A. When an entity conversion under this article becomes effective, with respect to that entity:
Terms Used In Virginia Code 13.1-944.6
- 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.
- Entity: includes any domestic or foreign corporation; any domestic or foreign stock corporation; any domestic or foreign unincorporated entity; any estate or trust; and any state, the United States, and any foreign government. See Virginia Code 13.1-803
- Entity conversion: means conversion. See Virginia Code 13.1-803
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Member: means one having a membership interest in a corporation in accordance with the provisions of its articles of incorporation or bylaws. See Virginia Code 13.1-803
- Proceeding: includes civil suit and criminal, administrative and investigatory action conducted by a governmental agency. See Virginia Code 13.1-803
- real estate: includes lands, tenements and hereditaments, and all rights and appurtenances thereto and interests therein, other than a chattel interest. See Virginia Code 1-219
1. The title to all real estate and other property remains in the resulting entity without reversion or impairment;
2. The liabilities remain the liabilities of the resulting entity;
3. A pending proceeding may be continued by or against the resulting entity as if the conversion did not occur;
4. The articles of organization attached to the articles of entity conversion constitute the articles of organization of the resulting entity;
5. The membership interests, if any, of the corporation are reclassified into LLC membership interests in accordance with the plan of entity conversion, and the members of the converting entity are entitled only to the rights provided in the plan of entity conversion;
6. The resulting entity is deemed to:
a. Be a limited liability company for all purposes;
b. Be the same entity without interruption as the converting entity that existed before the conversion; and
c. Have been organized on the date that the converting entity was originally incorporated, organized, or formed; and
7. The corporation shall cease to be a corporation when the certificate of entity conversion becomes effective.
B. Any member of a converting entity who, before the conversion, was liable for the liabilities or obligations of the converting entity is not released from those liabilities or obligations by reason of the conversion.