13.1-722.12 - Articles of entity conversion. - Virginia Statutes

§ 13.1-722.12. Articles of entity conversion.

A. After the conversion of a corporation into a limited liability company hasbeen adopted and approved as required by this article, the converting entityshall file with the Commission articles of entity conversion setting forth:

1. The name of the corporation immediately prior to the filing of thearticles of entity conversion and the name to which the name of thecorporation is to be changed, which name shall satisfy the requirements ofthe laws of this Commonwealth;

2. The plan of entity conversion, including the full text of the articles oforganization of the surviving entity that comply with the requirements ofChapter 12 (§ 13.1-1000 et seq.) of this title, as they will be in effectimmediately after consummation of the conversion;

3. 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.

B. After the conversion of a limited liability company into a corporation hasbeen adopted and approved as required by this article, the converting entityshall file with the Commission articles of entity conversion setting forth:

1. The name of the limited liability company immediately prior to the filingof the articles of entity conversion and the name to which the name of thelimited liability company is to be changed, which name shall satisfy therequirements of § 13.1-630;

2. The plan of entity conversion, including the full text of the articles ofincorporation of the surviving entity that comply with the requirements ofthis chapter, as they will be in effect immediately after the consummation ofthe conversion; and

3. A statement that the plan was adopted by the members of the limitedliability company in the manner provided in the limited liability company'soperating agreement or articles of organization for amendments, or, if nosuch provision is made in an operating agreement or articles of organization,by the unanimous vote of the members of the limited liability company.

C. 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.

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