13.1-1010.1 - Conversion of partnership to limited liability company. - Virginia Statutes

§ 13.1-1010.1. Conversion of partnership to limited liability company.

A. A domestic or foreign partnership or limited partnership may convert to alimited liability company by filing articles of organization that meet therequirements of § 13.1-1011 and include the following:

1. The name of the former partnership or limited partnership;

2. The date and place of filing of the initial certificate or statement ofpartnership, if any, certificate of limited partnership or similar documentof the former partnership or limited partnership; and

3. If the former partnership or limited partnership is a registered limitedliability partnership, the date and place of filing of the initialregistration as or statement of registered limited liability partnership.

B. The terms and conditions of a conversion of a partnership or limitedpartnership to a limited liability company shall be approved by the partnersin the manner provided in the partnership's partnership agreement foramendments to the partnership agreement or, if no such provision is made in apartnership agreement, by all the partners.

C. A general partner who becomes a member of a limited liability company as aresult of the conversion remains liable as a general partner for anobligation incurred by the partnership before the conversion takes effect tothe same extent that the general partner is liable for that obligation beforethe conversion takes effect. The general partner's liability for allobligations of the limited liability company incurred after the conversiontakes effect is that of a member or manager of a limited liability company,as the case may be, as provided in this chapter.

D. If a foreign partnership or limited partnership that converts into adomestic limited liability company is authorized to transact business in thisCommonwealth under Article 9 (§ 50-73.53 et seq.) of Chapter 2.1 of Title 50or registered as a foreign registered limited liability partnership underArticle 9.1 (§ 50-73.112 et seq.) of Chapter 2.2 of Title 50, its certificateof authority or registration, as the case may be, shall be cancelledautomatically on the effective date of the certificate of organization issuedby the Commission.

(1992, c. 574; 1993, c. 113; 1996, c. 265; 1997, c. 190; 1998, c. 432; 2002,c. 608; 2006, c. 912.)