{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1084.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1084.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1084.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1084.html"}],"law_id":83321,"edition_id":1,"section_id":83321,"structure_id":15569,"section_number":"13.1-1084","catch_line":"Action on plan of entity conversion","history":"2016, c. 288.","full_text":"A\n\nIn the case of a domestic limited liability company that is the converting entity:1\n\nIf the limited liability company has members, unless the articles of organization or a written operating agreement of the limited liability company provides otherwise, the members shall approve the plan of entity conversion in the manner provided in the limited liability company’s operating agreement for amendments to the operating agreement by the members or, if no provision is made in the operating agreement, by all the members; and2\n\nIf the limited liability company has been formed without any members and no members have been admitted, the plan of entity conversion shall be approved by a majority of the persons named as a manager in the articles of organization or, if there are no members or managers, by a majority of the organizers of the limited liability company.B\n\nIn the case of a partnership that is a converting entity, unless a written partnership agreement of the partnership provides otherwise, the plan of entity conversion shall be approved by the partners of the partnership in the manner provided in a written partnership agreement for amendments to the partnership agreement by the partners or, if no provision is made in the partnership agreement, by all the partners.C\n\nIn the case of a limited partnership that is a converting entity, unless the certificate of limited partnership or a written partnership agreement of the limited partnership provides otherwise, the plan of entity conversion shall be approved by the partners of the limited partnership in the manner provided in a written partnership agreement for amendments to the partnership agreement by the partners or, if no provision is made in the partnership agreement, by all the partners.","order_by":null,"text":{"0":{"id":298538,"text":"In the case of a domestic limited liability company that is the converting entity:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":298539,"text":"If the limited liability company has members, unless the articles of organization or a written operating agreement of the limited liability company provides otherwise, the members shall approve the plan of entity conversion in the manner provided in the limited liability company’s operating agreement for amendments to the operating agreement by the members or, if no provision is made in the operating agreement, by all the members; and","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":298540,"text":"If the limited liability company has been formed without any members and no members have been admitted, the plan of entity conversion shall be approved by a majority of the persons named as a manager in the articles of organization or, if there are no members or managers, by a majority of the organizers of the limited liability company.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":298541,"text":"In the case of a partnership that is a converting entity, unless a written partnership agreement of the partnership provides otherwise, the plan of entity conversion shall be approved by the partners of the partnership in the manner provided in a written partnership agreement for amendments to the partnership agreement by the partners or, if no provision is made in the partnership agreement, by all the partners.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"C"},"4":{"id":298542,"text":"In the case of a limited partnership that is a converting entity, unless the certificate of limited partnership or a written partnership agreement of the limited partnership provides otherwise, the plan of entity conversion shall be approved by the partners of the limited partnership in the manner provided in a written partnership agreement for amendments to the partnership agreement by the partners or, if no provision is made in the partnership agreement, by all the partners.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":15569,"edition_id":1,"name":"Conversion","identifier":"15","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:56:24","date_modified":"2026-06-26 03:56:24","permalink":{"id":148553,"object_type":"structure","relational_id":15569,"identifier":"15","token":"13.1\/12\/15","url":"\/13.1\/12\/15\/","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":70285,"structure_id":15569,"section_number":"13.1-1081","catch_line":"Definitions","url":"\/13.1-1081\/","token":"13.1\/12\/15\/13.1-1081","metadata":false},{"id":70548,"structure_id":15569,"section_number":"13.1-1082","catch_line":"Entity conversion","url":"\/13.1-1082\/","token":"13.1\/12\/15\/13.1-1082","metadata":false},{"id":59386,"structure_id":15569,"section_number":"13.1-1083","catch_line":"Plan of entity conversion","url":"\/13.1-1083\/","token":"13.1\/12\/15\/13.1-1083","metadata":false},{"id":83321,"structure_id":15569,"section_number":"13.1-1084","catch_line":"Action on plan of entity conversion","url":"\/13.1-1084\/","token":"13.1\/12\/15\/13.1-1084","metadata":false},{"id":62656,"structure_id":15569,"section_number":"13.1-1085","catch_line":"Articles of entity conversion","url":"\/13.1-1085\/","token":"13.1\/12\/15\/13.1-1085","metadata":false},{"id":80660,"structure_id":15569,"section_number":"13.1-1086","catch_line":"Effect of entity conversion","url":"\/13.1-1086\/","token":"13.1\/12\/15\/13.1-1086","metadata":false},{"id":69772,"structure_id":15569,"section_number":"13.1-1087","catch_line":"Abandonment of entity conversion","url":"\/13.1-1087\/","token":"13.1\/12\/15\/13.1-1087","metadata":false}],"previous_section":{"id":59386,"structure_id":15569,"section_number":"13.1-1083","catch_line":"Plan of entity conversion","url":"\/13.1-1083\/","token":"13.1\/12\/15\/13.1-1083","metadata":false},"next_section":{"id":62656,"structure_id":15569,"section_number":"13.1-1085","catch_line":"Articles of entity conversion","url":"\/13.1-1085\/","token":"13.1\/12\/15\/13.1-1085","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1084\/","history_text":"

This law was first created in 2016. The record of its establishment is cataloged in chapter 288<\/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":[{"id":59386,"section_number":"13.1-1083","catch_line":"Plan of entity conversion","order_by":null,"url":"\/13.1-1083\/"},{"id":69772,"section_number":"13.1-1087","catch_line":"Abandonment of entity conversion","order_by":null,"url":"\/13.1-1087\/"}],"refers_to":false,"permalink":{"id":148567,"object_type":"law","relational_id":83321,"identifier":"13.1-1084","token":"13.1\/12\/15\/13.1-1084","url":"\/13.1-1084\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1084\/","token":"13.1\/12\/15\/13.1-1084","dublin_core":{"Title":"Action on plan of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1084","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> In the case of a domestic limited liability company<\/span><\/span> that is the converting entity<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If the limited liability company<\/span> has members<\/span>, unless the articles of organization<\/span> or a written operating agreement<\/span> of the limited liability company<\/span> provides otherwise, the members<\/span> shall approve the plan of entity conversion<\/span> in the manner provided in the limited liability company<\/span>’s operating agreement<\/span> for amendments to the operating agreement<\/span> by the members<\/span> or, if no provision is made in the operating agreement<\/span>, by all the members<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the limited liability company<\/span> has been formed without any members<\/span> and no members<\/span> have been admitted, the plan of entity conversion<\/span> shall be approved by a majority of the persons<\/span> named as a manager<\/span> in the articles of organization<\/span> or, if there are no members<\/span> or managers<\/span><\/span>, by a majority of the organizers of the limited liability company<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In the case of a partnership that is a converting entity<\/span>, unless a written partnership agreement of the partnership provides otherwise, the plan of entity conversion<\/span> shall be approved by the partners of the partnership in the manner provided in a written partnership agreement for amendments to the partnership agreement by the partners or, if no provision is made in the partnership agreement, by all the partners. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In the case of a limited partnership that is a converting entity<\/span>, unless the certificate of limited partnership<\/span> or a written partnership agreement of the limited partnership provides otherwise, the plan of entity conversion<\/span> shall be approved by the partners of the limited partnership in the manner provided in a written partnership agreement for amendments to the partnership agreement by the partners or, if no provision is made in the partnership agreement, by all the partners. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACTION ON PLAN OF ENTITY CONVERSION (\u00a7 13.1-1084)\n\nA. In the case of a domestic limited liability company that is the converting\nentity:\n\n 1. If the limited liability company has members, unless the articles of\n organization or a written operating agreement of the limited liability company\n provides otherwise, the members shall approve the plan of entity conversion in\n the manner provided in the limited liability company’s operating\n agreement for amendments to the operating agreement by the members or, if no\n provision is made in the operating agreement, by all the members; and\n\n 2. If the limited liability company has been formed without any members and no\n members have been admitted, the plan of entity conversion shall be approved by\n a majority of the persons named as a manager in the articles of organization\n or, if there are no members or managers, by a majority of the organizers of\n the limited liability company.\n\nB. In the case of a partnership that is a converting entity, unless a written\npartnership agreement of the partnership provides otherwise, the plan of entity\nconversion shall be approved by the partners of the partnership in the manner\nprovided in a written partnership agreement for amendments to the partnership\nagreement by the partners or, if no provision is made in the partnership\nagreement, by all the partners.\n\nC. In the case of a limited partnership that is a converting entity, unless the\ncertificate of limited partnership or a written partnership agreement of the\nlimited partnership provides otherwise, the plan of entity conversion shall be\napproved by the partners of the limited partnership in the manner provided in a\nwritten partnership agreement for amendments to the partnership agreement by the\npartners or, if no provision is made in the partnership agreement, by all the\npartners.\n\nHISTORY: 2016, c. 288.","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}}