2015 Code of Virginia
Title 13.1 - Corporations
§ 13.1-944.3. Plan of entity conversion

A. A plan of entity conversion shall set forth:

1. The terms and conditions of the conversion, including the manner and basis of converting the membership interests, if any, of the corporation into LLC membership interests of the resulting entity;

2. Where the corporation has no members, the plan of entity conversion shall provide for the designation of the persons who are to become a member of the limited liability company upon conversion. No person shall be designated as a member of the resulting entity without the person's prior consent;

3. As a separate attachment to the plan, the full text of the articles of organization of the resulting entity as they will be in effect immediately after consummation of the conversion; and

4. Any other provision relating to the conversion that may be desired.

B. 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 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 corporation.

2012, c. 706.