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Virginia Code Title 13.1. Corporations § 13.1-722.10. Plan of entity conversion

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<Text of section effective until July 1, 2021.  See, also, text of section 13.1-722.10 effective July 1, 2021.>

A. To become a domestic limited liability company, a domestic corporation shall adopt a plan of entity conversion setting forth:

1. A statement of the corporation's intention to convert to a limited liability company;

2. The terms and conditions of the conversion, including the manner and basis of converting the shares of the corporation into interests of the resulting entity preserving the ownership proportion and relative rights, preferences, and limitations of each such share;  

3. As a separate attachment to the plan, the full text of the articles of organization of the resulting entity as they will be in effect upon consummation of the conversion;  and

4. Any other provision relating to the conversion that may be desired.

B. The plan of entity conversion may also include a provision that the board of directors may amend the plan before the effective time and date of the certificate of entity conversion.  An amendment made after the submission of the plan to the shareholders shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the shares of any class or series of the converting entity, unless the amendment has been approved by the shareholders in the manner set forth in § 13.1-722.11.

Cite this article: - Virginia Code Title 13.1. Corporations § 13.1-722.10. Plan of entity conversion - last updated January 01, 2020 |

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