2006 Code of Virginia § 13.1-1060.1 - Entity conversion of foreign limited liability company registered to transact business in Commonwea...

13.1-1060.1. Entity conversion of foreign limited liability companyregistered to transact business in Commonwealth.

A. Whenever a foreign limited liability company that is registered totransact business in the Commonwealth converts to another type of entity, thesurviving or resulting entity shall, within 30 days after such entityconversion becomes effective, file with the Commission a copy of theinstrument of entity conversion duly authenticated by the Secretary of Stateor other official having custody of limited liability company records in thestate or other jurisdiction under whose laws such entity conversion waseffected; and

1. If the surviving or resulting entity is not continuing to transactbusiness in the Commonwealth or is not a foreign corporation, business trust,limited partnership, or registered limited liability partnership, then,within 30 days after such entity conversion, it shall comply on behalf of thepredecessor limited liability company with the provisions of 13.1-1056; or

2. If the surviving or resulting entity is a foreign corporation, businesstrust, limited partnership, or registered limited liability partnership andis to continue to transact business in the Commonwealth, then, within such 30days, it shall deliver to the Commission an application for a certificate ofauthority or registration to transact business in the Commonwealth or, in thecase of a foreign registered limited liability partnership, a statement ofregistration.

B. Upon the entity conversion of a foreign limited liability company that isregistered to transact business in the Commonwealth, all property in theCommonwealth owned by the foreign limited liability company shall pass to thesurviving or resulting entity except as otherwise provided by the laws of thestate or other jurisdiction by which it is governed, but only from and afterthe time when a duly authenticated copy of the instrument of entityconversion is filed with the Commission.

(2004, c. 274.)