Terms Used In Virginia Code > Title 13.1 > Chapter 12 > Article 15 - Conversion.

• 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
• Assessment: as used in this subtitle , shall include an assessment made pursuant to notice by the Department of Taxation and self-assessments made by a taxpayer upon the filing of a return or otherwise not pursuant to notice. See Virginia Code 58.1-1820
• Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
• Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-1002
• 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.
• Department: means the Department of Taxation. See Virginia Code 58.1-1
• 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
• Domestic partnership: means an association of two or more persons to carry on as co-owners a business for profit formed under § Virginia Code 13.1-1002
• Eligible interests: means , as to a partnership, partnership interest as specified in § 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
• in writing: include any representation of words, letters, symbols, numbers, or figures, whether (i) printed or inscribed on a tangible medium or (ii) stored in an electronic or other medium and retrievable in a perceivable form and whether an electronic signature authorized by Virginia Code 1-257
• 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
• 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: when used to refer to a political entity, means the United States, a state, a foreign country, or a political subdivision of a foreign country. See Virginia Code 13.1-1002
• Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
• managers: means a person or persons designated by the members of a limited liability company to manage the limited liability company as provided in the articles of organization or an operating agreement. See Virginia Code 13.1-1002
• Member: means a person that has been admitted to membership in a limited liability company as provided in § Virginia Code 13.1-1002
• Operating agreement: means an agreement of the members as to the affairs of a limited liability company and the conduct of its business, or a writing or agreement of a limited liability company with one member that satisfies the requirements of subdivision A 2 of § 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.
• Person: includes any individual, corporation, partnership, association, cooperative, limited liability company, trust, joint venture, government, political subdivision, or any other legal or commercial entity and any successor, representative, agent, agency, or instrumentality thereof. See Virginia Code 1-230
• Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Virginia Code 13.1-1002
• 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
• 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
• State: when applied to a part of the United States, includes any of the 50 states, the District of Columbia, the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands, and the United States Virgin Islands. See Virginia Code 1-245
• United States: includes the 50 states, the District of Columbia the Commonwealth of Puerto Rico, Guam, the Northern Mariana Islands and the United States Virgin Islands. See Virginia Code 1-255