2015 Code of Virginia
Title 13.1 - Corporations
§ 13.1-1273. Plan of entity conversion
A. The converting domestic entity shall adopt a plan of entity conversion setting forth:
1. A statement of the domestic entity's intention to convert to a business trust;
2. The terms and conditions of the conversion, including the manner and basis of converting the shares or interests of the domestic entity into interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each such share or interest;
3. As an attachment to the plan, the full text of the articles of trust of the business trust as it will be in effect immediately after consummation of the conversion; and
4. Any other provision relating to the conversion that may be desired.
B. In the case of a corporation that is a converting entity, the plan of entity conversion may also include a provision that the board of directors may amend the plan prior to the issuance of the certificate of entity conversion. An amendment made subsequent to the submission of the plan to the shareholders shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the shares of any class or series of the corporation.
C. In the case of a limited liability company that is a converting entity, the plan of entity conversion may also include a provision that the plan of entity conversion may be amended prior to the issuance of the certificate of entity conversion. An amendment made subsequent to 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 limited liability company.
D. In the case of a limited partnership that is a converting entity, the plan of entity conversion may also include a provision that the plan of entity conversion may be amended prior to the issuance of the certificate of entity conversion. An amendment made subsequent to the submission of the plan to the limited partners 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 partners.
2002, c. 621.
Disclaimer: These codes may not be the most recent version. Virginia may have more current or accurate information. We make no warranties or guarantees about the accuracy, completeness, or adequacy of the information contained on this site or the information linked to on the state site. Please check official sources.
