2011 Code of Virginia
Title 13.1 CORPORATIONS.
Chapter 14 Virginia Business Trust Act (13.1-1200 thru 13.1-1285)
13.1-1275 Articles of entity conversion

13.1-1275. Articles of entity conversion.

A. After the conversion of a domestic entity into a business trust has been adopted and approved as required by this article, the converting entity shall file with the Commission articles of entity conversion setting forth:

1. The name of the domestic entity immediately prior to the filing of the articles of entity conversion and the name to which the name of the domestic entity is to be changed, which name shall satisfy the requirements of 13.1-1214;

2. The plan of entity conversion, including as an attachment to the plan, the full text of the articles of trust of the surviving entity that comply with the requirements of 13.1-1212 as it will be in effect immediately after consummation of the conversion;

3. If the converting entity is a corporation, a statement:

a. That the plan was adopted by the unanimous consent of the shareholders; or

b. That the plan was submitted to the shareholders by the board of directors in accordance with this chapter, and a statement of:

(1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan; and

(2) Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group;

4. If the converting entity is a limited liability company, a statement that the plan was adopted by the members of the limited liability company in the manner provided in the limited liability company's operating agreement or articles of organization for amendments, or, if no such provision is made in an operating agreement or articles of organization, by the unanimous vote of the members of the limited liability company;

5. If the converting entity is a limited partnership, a statement that the plan was adopted by the partners of the limited partnership in the manner provided in the limited partnership's partnership agreement or certificate of limited partnership for amendments, or, if no such provision is made in the partnership agreement or certificate of limited partnership, by the unanimous vote of the partners of the limited partnership;

6. If the converting entity is a partnership, a statement that the plan was adopted by the partners of the partnership in the manner provided in the partnership's partnership agreement for amendments, or, if no such provision is made in the partnership agreement, by the unanimous vote of the partners of the partnership; and

7. If the converting entity is an other entity, a statement that the plan was adopted by the other entity in the manner provided in the other entity's governing documents for amendments, or, if no such provision is made in the governing documents, by the unanimous vote of the persons who have authority to approve the entity conversion on behalf of the other entity.

B. If the Commission finds that the articles of entity conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of entity conversion.

(2002, c. 621.)