13.1-722.13 - Effect of entity conversion. - Virginia Statutes

§ 13.1-722.13. 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 incorporation or articles of organization attached to thearticles of conversion constitute the articles of incorporation or articlesof organization of the surviving entity;

5. The shares or interests of the converting entity are reclassified intoshares or interests in accordance with the plan of entity conversion; and theshareholders or members of the converting entity are entitled only to therights provided in the plan of entity conversion or, in the case of aconverting entity that is a corporation, to the rights, if any, they may haveunder subdivision A 5 of § 13.1-730; and

6. The surviving entity is deemed to:

a. Be a corporation or limited liability company for all purposes;

b. Be the same corporation or limited liability company without interruptionas the converting entity that existed prior to the conversion; and

c. Have been incorporated or otherwise organized on the date that theconverting entity was originally incorporated or organized; and

7. The converting entity shall cease to be a corporation or a limitedliability company, as the case may be, when the certificate of entityconversion becomes effective.

(2001, c. 545; 2002, c. 1; 2005, c. 765.)