Skip to main content
Find a Lawyer

Virginia Code Title 13.1. Corporations § 13.1-722.12. Articles of conversion; effectiveness

Current as of January 01, 2025 | Updated by Findlaw Staff

A. After (i) a plan of conversion of a domestic corporation has been adopted and approved as required by this article or (ii) a domestic or foreign eligible entity that is the converting entity has approved a conversion as required under its organic law, or, if applicable, this article, articles of conversion shall be signed in the name of the converting entity. The articles of conversion shall set forth:

1. The name of the converting entity, its jurisdiction of formation, and entity type;

2. The original name, date of formation, jurisdiction of formation, and entity type of the converted entity and its name, jurisdiction of formation, and entity type upon each subsequent domestication or conversion;

3. If the converting entity is a domestic corporation:

a. The plan of conversion;

b. The date the plan of conversion was approved;

c. A statement that the plan of conversion was approved by the unanimous consent of the shareholders, or a statement that the plan was submitted by the board of directors to the shareholders in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;

4. If the converted entity is a foreign eligible entity:

a. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process in any proceeding based on a cause of action arising during the time it was incorporated in the Commonwealth;

b. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision a; and

c. A commitment by the converting entity to notify the clerk of the Commission in the future of any change in its mailing address after the conversion becomes effective.

5. If the converting entity is a foreign eligible entity and the converted entity is a domestic corporation, a statement that the conversion is permitted by and was approved in accordance with the organic law of the foreign eligible entity; and

6. If the converting entity is a domestic nonstock corporation, limited partnership, partnership, or business trust and the converted entity is a domestic corporation:

a. The plan of conversion;

b. The date the plan of conversion was approved; and

c. A statement that the plan of conversion was approved in accordance with this chapter.

B. The articles of conversion shall be delivered to the Commission for filing. If the Commission finds that the articles of conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of conversion.

C. Articles of conversion under this section may be combined with any required conversion filing under the organic law of a domestic eligible entity or a foreign eligible entity that is authorized or registered to transact business in the Commonwealth that is the converting entity or converted entity if the combined filing satisfies the requirements of both this section and the other organic law.

Previous Part of Code Next Part of Code
Back to Chapter List

Cite this article: FindLaw.com - Virginia Code Title 13.1. Corporations § 13.1-722.12. Articles of conversion; effectiveness - last updated January 01, 2025 | https://codes.findlaw.com/va/title-13-1-corporations/va-code-sect-13-1-722-12/

FindLaw Codes may not reflect the most recent version of the law in your jurisdiction. Please verify the status of the code you are researching with the state legislature before relying on it for your legal needs.

Was this helpful?

Welcome to FindLaw's Cases & Codes

A free source of state and federal court opinions, state laws, and the United States Code. For more information about the legal concepts addressed by these cases and statutes, visit FindLaw’s Learn About the Law.

Go to Learn About the Law

Latest Blog Posts

For Legal Professionals

Learn About The Law

Get help with your legal needs

FindLaw’s Learn About the Law features thousands of informational articles to help you understand your options. And if you’re ready to hire an attorney, find one in your area who can help.

Go to Learn About the Law

Need to Find an Attorney?

Search our directory by legal issue

Enter information in one or both fields (Required)

Copied to clipboard