13.1-722.10 - Plan of entity conversion. - Virginia Statutes

§ 13.1-722.10. Plan of entity conversion.

A. A plan of entity conversion shall set forth:

1. In the case of a conversion of a corporation into a limited liabilitycompany:

a. The terms and conditions of the conversion, including the manner and basisof converting the shares of the corporation into interests of the survivingentity preserving the ownership proportion and relative rights, preferences,and limitations of each such share; and

b. As a separate attachment to the plan, the full text of the articles oforganization of the surviving entity as they will be in effect immediatelyafter consummation of the conversion.

2. In the case of a conversion of a limited liability company into acorporation:

a. The terms and conditions of the conversion, including the manner and basisof converting the interests of the limited liability company into shares ofthe surviving entity preserving the ownership proportion and relative rights,preferences, and limitations of each such interest; and

b. As a separate attachment to the plan, the full text of the articles ofincorporation of the surviving entity as they will be in effect immediatelyafter consummation of the conversion; and

3. 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 converting entity.

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 theconverting entity.

(2001, c. 545; 2002, c. 1; 2003, c. 598.)