13.1-1275 - Articles of entity conversion. - Virginia Statutes

§ 13.1-1275. Articles of entity conversion.

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

1. The name of the domestic entity immediately prior to the filing of thearticles of entity conversion and the name to which the name of the domesticentity 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, thefull text of the articles of trust of the surviving entity that comply withthe requirements of § 13.1-1212 as it will be in effect immediately afterconsummation 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 directorsin accordance with this chapter, and a statement of:

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

(2) Either the total number of votes cast for and against the plan by eachvoting group entitled to vote separately on the plan or the total number ofundisputed votes cast for the plan separately by each voting group and astatement that the number cast for the plan by each voting group wassufficient for approval by that voting group;

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

5. If the converting entity is a limited partnership, a statement that theplan was adopted by the partners of the limited partnership in the mannerprovided in the limited partnership's partnership agreement or certificate oflimited partnership for amendments, or, if no such provision is made in thepartnership agreement or certificate of limited partnership, by the unanimousvote of the partners of the limited partnership;

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

7. If the converting entity is an other entity, a statement that the plan wasadopted by the other entity in the manner provided in the other entity'sgoverning documents for amendments, or, if no such provision is made in thegoverning documents, by the unanimous vote of the persons who have authorityto approve the entity conversion on behalf of the other entity.

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

(2002, c. 621.)