13.1-766.2 - Entity conversion of foreign corporation authorized to transact business in Commonwealth. - Virginia Statutes

§ 13.1-766.2. Entity conversion of foreign corporation authorized to transactbusiness in Commonwealth.

A. Whenever a foreign corporation that is authorized to transact business inthe Commonwealth converts to another type of entity, the surviving orresulting entity shall, within 30 days after such entity conversion becomeseffective, file with the Commission a copy of the instrument of entityconversion duly authenticated by the Secretary of State or other officialhaving custody of corporate records in the state or other jurisdiction underwhose laws such entity conversion was effected; and

1. If the surviving or resulting entity is not continuing to transactbusiness in the Commonwealth or is not a foreign limited liability company,business trust, limited partnership, or registered limited liabilitypartnership, then, within 30 days after such entity conversion, it shallcomply on behalf of the predecessor corporation with the provisions of §13.1-767; or

2. If the surviving or resulting entity is a foreign limited liabilitycompany, business trust, limited partnership, or registered limited liabilitypartnership and is to continue to transact business in the Commonwealth,then, within such 30 days, it shall deliver to the Commission an applicationfor a certificate of registration to transact business in the Commonwealthor, in the case of a foreign registered limited liability partnership, astatement of registration.

B. Upon the entity conversion of a foreign corporation that is authorized totransact business in the Commonwealth, all property in the Commonwealth ownedby the foreign corporation shall pass to the surviving or resulting entityexcept as otherwise provided by the laws of the state or other jurisdictionby which it is governed, but only from and after the time when a dulyauthenticated copy of the instrument of entity conversion is filed with theCommission.

(2004, c. 274.)