2014 Virginia Code
Title 13.1 - Corporations
§ 13.1-944.6. 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 resulting entity without reversion or impairment;

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

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

4. The articles of organization attached to the articles of entity conversion constitute the articles of organization of the resulting entity;

5. The membership interests, if any, of the corporation are reclassified into LLC membership interests in accordance with the plan of entity conversion; and the members of the corporation are entitled only to the rights provided in the plan of entity conversion;

6. The resulting entity is deemed to:

a. Be a limited liability company for all purposes;

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

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

7. The corporation shall cease to be a corporation when the certificate of entity conversion becomes effective.

2012, c. 706.