2014 Virginia Code
Title 13.1 - Corporations
§ 13.1-1276. Effect of entity conversion

When an entity conversion under this article becomes effective, with respect to that entity:

1. The title to all real estate and other property remains in the surviving entity without reversion or impairment;

2. The liabilities remain the liabilities of the surviving entity;

3. A proceeding pending may be continued by or against the surviving entity as if the conversion did not occur;

4. The articles of trust attached to the articles of entity conversion constitute the articles of trust of the surviving entity;

5. The shares or interests of the converting entity are reclassified into beneficial ownership interests in accordance with the plan of entity conversion; and the shareholders, members or partners of, or other persons having an ownership or beneficial interest in, the converting entity are entitled only to the rights provided in the plan of entity conversion or, in the case of a converting entity that is a corporation, to the rights, if any, they may have under subdivision A 5 of § 13.1-730;

6. The surviving entity is deemed to:

a. Be a business trust for all purposes;

b. Be the same entity without interruption as the converting entity that existed prior to the conversion; and

c. Have been formed on the date that the converting entity was originally incorporated, organized or formed; and

7. The converting entity shall cease to be a corporation, limited liability company, limited partnership, partnership or other entity, as the case may be, when the certificate of entity conversion becomes effective.

2002, c. 621; 2005, c. 765.