13.1-1273 - Plan of entity conversion. - Virginia Statutes

§ 13.1-1273. Plan of entity conversion.

A. The converting domestic entity shall adopt a plan of entity conversionsetting forth:

1. A statement of the domestic entity's intention to convert to a businesstrust;

2. The terms and conditions of the conversion, including the manner and basisof converting the shares or interests of the domestic entity into interestsof the business trust, preserving the ownership proportion and relativerights, preferences, and limitations of each such share or interest;

3. As an attachment to the plan, the full text of the articles of trust ofthe business trust as it will be in effect immediately after consummation ofthe conversion; and

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

B. In the case of a corporation that is a converting entity, the plan ofentity conversion may also include a provision that the board of directorsmay amend the plan prior to the issuance of the certificate of entityconversion. An amendment made subsequent to the submission of the plan to theshareholders shall not alter or change any of the terms or conditions of theplan if the change would adversely affect the shares of any class or seriesof the corporation.

C. In the case of a limited liability company that is a converting entity,the plan of entity conversion may also include a provision that the plan ofentity conversion may be amended prior to the issuance of the certificate ofentity conversion. An amendment made subsequent to the submission of the planto the members shall not alter or change any of the terms or conditions ofthe plan if the change would adversely affect the membership interests of thelimited liability company.

D. In the case of a limited partnership that is a converting entity, the planof entity conversion may also include a provision that the plan of entityconversion may be amended prior to the issuance of the certificate of entityconversion. An amendment made subsequent to the submission of the plan to thelimited partners shall not alter or change any of the terms or conditions ofthe plan if the change would adversely affect the partnership interests ofthe limited partners.

(2002, c. 621.)