13.1-1276 - Effect of entity conversion. - Virginia Statutes

§ 13.1-1276. Effect of entity conversion.

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

1. The title to all real estate and other property remains in the survivingentity 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 entityas if the conversion did not occur;

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

5. The shares or interests of the converting entity are reclassified intobeneficial ownership interests in accordance with the plan of entityconversion; and the shareholders, members or partners of, or other personshaving an ownership or beneficial interest in, the converting entity areentitled only to the rights provided in the plan of entity conversion or, inthe 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 thatexisted prior to the conversion; and

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

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

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