{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1060.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1060.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1060.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1060.1.html"}],"law_id":75127,"edition_id":1,"section_id":75127,"structure_id":13508,"section_number":"13.1-1060.1","catch_line":"Entity conversion of foreign limited liability company registered to transact business in Commonwealth","history":"2004, c. 274.","full_text":"A\n\nWhenever a foreign limited liability company that is registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such entity conversion becomes effective, file with the Commission a copy of the instrument of entity conversion duly authenticated by the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose laws such entity conversion was effected; and1\n\nIf the surviving or resulting entity is not continuing to transact business in the Commonwealth or is not a foreign corporation, business trust, limited partnership, or registered limited liability partnership, then, within 30 days after such entity conversion, it shall comply on behalf of the predecessor limited liability company with the provisions of § 13.1-1056; or2\n\nIf the surviving or resulting entity is a foreign corporation, business trust, limited partnership, or registered limited liability partnership and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission an application for a certificate of authority or registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership, a statement of registration.B\n\nUpon the entity conversion of a foreign limited liability company that is registered to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign limited liability company shall pass to the surviving or resulting entity except as otherwise provided by the laws of the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity conversion is filed with the Commission.","order_by":null,"text":{"0":{"id":269826,"text":"Whenever a foreign limited liability company that is registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such entity conversion becomes effective, file with the Commission a copy of the instrument of entity conversion duly authenticated by the Secretary of State or other official having custody of limited liability company records in the state or other jurisdiction under whose laws such entity conversion was effected; and","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":269827,"text":"If the surviving or resulting entity is not continuing to transact business in the Commonwealth or is not a foreign corporation, business trust, limited partnership, or registered limited liability partnership, then, within 30 days after such entity conversion, it shall comply on behalf of the predecessor limited liability company with the provisions of § 13.1-1056; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":269828,"text":"If the surviving or resulting entity is a foreign corporation, business trust, limited partnership, or registered limited liability partnership and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission an application for a certificate of authority or registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership, a statement of registration.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":269829,"text":"Upon the entity conversion of a foreign limited liability company that is registered to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign limited liability company shall pass to the surviving or resulting entity except as otherwise provided by the laws of the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity conversion is filed with the Commission.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2"}},"ancestry":[{"id":13508,"edition_id":1,"name":"Foreign Limited Liability Companies","identifier":"10","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:45:05","date_modified":"2026-06-26 03:45:05","permalink":{"id":148395,"object_type":"structure","relational_id":13508,"identifier":"10","token":"13.1\/12\/10","url":"\/13.1\/12\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75378,"structure_id":13508,"section_number":"13.1-1051","catch_line":"Authority to transact business required; governing law","url":"\/13.1-1051\/","token":"13.1\/12\/10\/13.1-1051","metadata":false},{"id":75972,"structure_id":13508,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","url":"\/13.1-1052\/","token":"13.1\/12\/10\/13.1-1052","metadata":false},{"id":68966,"structure_id":13508,"section_number":"13.1-1053","catch_line":"Repealed","url":"\/13.1-1053\/","token":"13.1\/12\/10\/13.1-1053","metadata":false},{"id":71928,"structure_id":13508,"section_number":"13.1-1054","catch_line":"Name of foreign limited liability company","url":"\/13.1-1054\/","token":"13.1\/12\/10\/13.1-1054","metadata":false},{"id":59184,"structure_id":13508,"section_number":"13.1-1055","catch_line":"Amendments; amended applications for registration","url":"\/13.1-1055\/","token":"13.1\/12\/10\/13.1-1055","metadata":false},{"id":61503,"structure_id":13508,"section_number":"13.1-1056","catch_line":"Voluntary cancellation of certificate of registration","url":"\/13.1-1056\/","token":"13.1\/12\/10\/13.1-1056","metadata":false},{"id":73228,"structure_id":13508,"section_number":"13.1-1056.1","catch_line":"Automatic cancellation of certificate of registration","url":"\/13.1-1056.1\/","token":"13.1\/12\/10\/13.1-1056.1","metadata":false},{"id":54475,"structure_id":13508,"section_number":"13.1-1056.2","catch_line":"Involuntary cancellation of certificate of registration","url":"\/13.1-1056.2\/","token":"13.1\/12\/10\/13.1-1056.2","metadata":false},{"id":74959,"structure_id":13508,"section_number":"13.1-1056.3","catch_line":"Reinstatement of a certificate of registration that has been canceled","url":"\/13.1-1056.3\/","token":"13.1\/12\/10\/13.1-1056.3","metadata":false},{"id":82434,"structure_id":13508,"section_number":"13.1-1057","catch_line":"Transaction of business without registration","url":"\/13.1-1057\/","token":"13.1\/12\/10\/13.1-1057","metadata":false},{"id":56714,"structure_id":13508,"section_number":"13.1-1058","catch_line":"Actions by Attorney General","url":"\/13.1-1058\/","token":"13.1\/12\/10\/13.1-1058","metadata":false},{"id":76475,"structure_id":13508,"section_number":"13.1-1059","catch_line":"Transactions not constituting doing business","url":"\/13.1-1059\/","token":"13.1\/12\/10\/13.1-1059","metadata":false},{"id":80555,"structure_id":13508,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060\/","token":"13.1\/12\/10\/13.1-1060","metadata":false},{"id":75127,"structure_id":13508,"section_number":"13.1-1060.1","catch_line":"Entity conversion of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060.1\/","token":"13.1\/12\/10\/13.1-1060.1","metadata":false}],"previous_section":{"id":80555,"structure_id":13508,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060\/","token":"13.1\/12\/10\/13.1-1060","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1060.1\/","history_text":"

This law was first created in 2004. The record of its establishment is cataloged in chapter 274<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":[{"id":61503,"section_number":"13.1-1056","catch_line":"Voluntary cancellation of certificate of registration","order_by":null,"url":"\/13.1-1056\/"}],"permalink":{"id":148449,"object_type":"law","relational_id":75127,"identifier":"13.1-1060.1","token":"13.1\/12\/10\/13.1-1060.1","url":"\/13.1-1060.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1060.1\/","token":"13.1\/12\/10\/13.1-1060.1","dublin_core":{"Title":"Entity conversion of foreign limited liability company registered to transact business in Commonwealth","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1060.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever a foreign limited liability company<\/span><\/span> that is registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such entity conversion<\/span> becomes effective, file with the Commission<\/span> a copy of the instrument of entity conversion<\/span> duly authenticated by the Secretary of State or other official having custody<\/span> of limited liability company<\/span> records in the state or other jurisdiction<\/span> under whose laws<\/span> such entity conversion<\/span> was effected; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If the surviving or resulting entity is not continuing to transact business in the Commonwealth or is not a foreign corporation<\/span>, business trust, limited partnership, or registered limited liability partnership<\/span>, then, within 30 days after such entity conversion<\/span>, it shall comply on behalf of the predecessor limited liability company<\/span> with the provisions of § 13.1-1056<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the surviving or resulting entity is a foreign corporation<\/span>, business trust, limited partnership, or registered limited liability partnership<\/span> and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission<\/span> an application for a certificate of authority or registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership<\/span>, a statement of registration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Upon the entity conversion<\/span> of a foreign limited liability company<\/span><\/span> that is registered to transact business in the Commonwealth, all property<\/span> in the Commonwealth owned by the foreign limited liability company<\/span><\/span> shall pass to the surviving or resulting entity except as otherwise provided by the laws<\/span> of the state or other jurisdiction<\/span> by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity conversion<\/span> is filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nENTITY CONVERSION OF FOREIGN LIMITED LIABILITY COMPANY REGISTERED TO TRANSACT\nBUSINESS IN COMMONWEALTH (\u00a7 13.1-1060.1)\n\nA. Whenever a foreign limited liability company that is registered to transact\nbusiness in the Commonwealth converts to another type of entity, the surviving\nor resulting entity shall, within 30 days after such entity conversion becomes\neffective, file with the Commission a copy of the instrument of entity\nconversion duly authenticated by the Secretary of State or other official having\ncustody of limited liability company records in the state or other jurisdiction\nunder whose laws such entity conversion was effected; and\n\n 1. If the surviving or resulting entity is not continuing to transact business\n in the Commonwealth or is not a foreign corporation, business trust, limited\n partnership, or registered limited liability partnership, then, within 30 days\n after such entity conversion, it shall comply on behalf of the predecessor\n limited liability company with the provisions of § 13.1-1056; or\n\n 2. If the surviving or resulting entity is a foreign corporation, business\n trust, limited partnership, or registered limited liability partnership and is\n to continue to transact business in the Commonwealth, then, within such 30\n days, it shall deliver to the Commission an application for a certificate of\n authority or registration to transact business in the Commonwealth or, in the\n case of a foreign registered limited liability partnership, a statement of\n registration.\n\nB. Upon the entity conversion of a foreign limited liability company that is\nregistered to transact business in the Commonwealth, all property in the\nCommonwealth owned by the foreign limited liability company shall pass to the\nsurviving or resulting entity except as otherwise provided by the laws of the\nstate or other jurisdiction by which it is governed, but only from and after the\ntime when a duly authenticated copy of the instrument of entity conversion is\nfiled with the Commission.\n\nHISTORY: 2004, c. 274.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}