§ 13.1-722.10 Plan of conversion
A. A domestic corporation may convert to a domestic or foreign eligible entity, or a domestic eligible entity may convert to a domestic corporation, under this article by approving a plan of conversion. The plan of conversion shall include:
2. The name, jurisdiction of formation, and type of entity of the converted entity;
3. The manner and basis of converting the shares and any rights to acquire shares of the domestic corporation into eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing;
4. If the converted entity will be a domestic corporation, (i) the proposed articles of incorporation of the converted entity that satisfy the requirements of § 13.1-619 and (ii) the proposed bylaws of the converted entity, which shall not be included with the articles of conversion delivered to the Commission for filing;
5. If the converted entity will be a domestic eligible entity and a filing entity, the full text, as it will be in effect immediately after the conversion becomes effective, of the organic rules of the converted entity, including the public organic record that satisfies the requirements of § 13.1-819, 13.1-1101, 13.1-1212, or 50-73.111, as the case may be, provided that the private organic rules shall not be included with the articles of conversion delivered to the Commission for filing;
6. If the converted entity will be a foreign corporation or eligible entity, the plan of conversion may include the organic rules of the converted entity, provided that the organic rules shall not be included with the articles of conversion delivered to the Commission for filing; and
B. In addition to the requirements of subsection A, a plan of conversion may contain any other provision not prohibited by law.
C. The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604.
History
This law was first created in 2001. The record of its establishment is cataloged in chapter 545 of that year’s edition of “Acts of Assembly,” the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 5 times. Those modifications are cataloged by “The Acts of Assembly,” a state publication, by year and chapter. Those modifications that can be read on the General Assembly’s website will be linked accordingly. Those modifications are as follows: in 2002, chapter 1; in 2003, chapter 598; in 2016, chapter 288; in 2019, chapter 734; in 2020, chapter 1226.
2001, c. 545; 2002, c. 1; 2003, c. 598; 2016, c. 288; 2019, c. 734; 2020, c. 1226.