{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1085.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1085.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1085.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1085.html"}],"law_id":62656,"edition_id":1,"section_id":62656,"structure_id":15569,"section_number":"13.1-1085","catch_line":"Articles of entity conversion","history":"2016, c. 288.","full_text":"A\n\nAfter the conversion of a domestic limited liability company into a domestic stock corporation or business trust has been approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth:1\n\nThe name of the domestic limited liability company immediately before the filing of the articles of entity conversion and the name of the converting entity upon its conversion to a domestic stock corporation or business trust, which shall satisfy the requirements of § 13.1-630 or 13.1-1214, as the case may be;2\n\nThe date on which the converting entity was originally organized, formed, or incorporated, and its original name, entity type, and jurisdiction of organization, formation, or incorporation, and, for each subsequent change of entity type or jurisdiction of organization, formation, or incorporation made before the filing of the articles of entity conversion, the effective date of the change and the converting entity’s name, entity type, and jurisdiction of organization, formation, or incorporation upon consummation of the change;3\n\nThe plan of entity conversion, including the full text of the articles of incorporation or articles of trust of the resulting entity that comply with the requirements of Chapter 9 (§ 13.1-601 et seq.) or Chapter 14 (§ 13.1-1200 et seq.), as they will be in effect upon consummation of the conversion;4\n\nThe date the plan of entity conversion was approved; and5\n\nA statement that the plan of entity conversion was adopted by the limited liability company in accordance with § 13.1-1084.B\n\nAfter the conversion of a domestic partnership or limited partnership into a domestic limited liability company has been approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth:1\n\nThe name of the domestic partnership or limited partnership immediately before the filing of the articles of entity conversion and the name of the converting entity upon its conversion to a domestic limited liability company, which shall satisfy the requirements of this chapter;2\n\nThe date on which the converting entity was originally organized, formed, or incorporated, and its original name, entity type, and jurisdiction of organization, formation, or incorporation, and, for each subsequent change of entity type or jurisdiction of organization, formation, or incorporation made before the filing of the articles of entity conversion, the effective date of the change and the converting entity’s name, entity type, and jurisdiction of organization, formation, or incorporation upon consummation of the change;3\n\nThe plan of entity conversion, including the full text of the articles of organization of the resulting entity that comply with the requirements of this chapter as they will be in effect upon consummation of the conversion;4\n\nThe date the plan of entity conversion was approved; and5\n\nA statement that the plan of entity conversion was adopted by the partnership or limited partnership in accordance with § 13.1-1084.C\n\nIf the Commission finds that the articles of entity conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of entity conversion.","order_by":null,"text":{"0":{"id":228437,"text":"After the conversion of a domestic limited liability company into a domestic stock corporation or business trust has been approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":228438,"text":"The name of the domestic limited liability company immediately before the filing of the articles of entity conversion and the name of the converting entity upon its conversion to a domestic stock corporation or business trust, which shall satisfy the requirements of § 13.1-630 or 13.1-1214, as the case may be;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":228439,"text":"The date on which the converting entity was originally organized, formed, or incorporated, and its original name, entity type, and jurisdiction of organization, formation, or incorporation, and, for each subsequent change of entity type or jurisdiction of organization, formation, or incorporation made before the filing of the articles of entity conversion, the effective date of the change and the converting entity’s name, entity type, and jurisdiction of organization, formation, or incorporation upon consummation of the change;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":228440,"text":"The plan of entity conversion, including the full text of the articles of incorporation or articles of trust of the resulting entity that comply with the requirements of Chapter 9 (§ 13.1-601 et seq.) or Chapter 14 (§ 13.1-1200 et seq.), as they will be in effect upon consummation of the conversion;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":228441,"text":"The date the plan of entity conversion was approved; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":228442,"text":"A statement that the plan of entity conversion was adopted by the limited liability company in accordance with § 13.1-1084.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":228443,"text":"After the conversion of a domestic partnership or limited partnership into a domestic limited liability company has been approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5","next_prefix":"B1"},"7":{"id":228444,"text":"The name of the domestic partnership or limited partnership immediately before the filing of the articles of entity conversion and the name of the converting entity upon its conversion to a domestic limited liability company, which shall satisfy the requirements of this chapter;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"8":{"id":228445,"text":"The date on which the converting entity was originally organized, formed, or incorporated, and its original name, entity type, and jurisdiction of organization, formation, or incorporation, and, for each subsequent change of entity type or jurisdiction of organization, formation, or incorporation made before the filing of the articles of entity conversion, the effective date of the change and the converting entity’s name, entity type, and jurisdiction of organization, formation, or incorporation upon consummation of the change;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"9":{"id":228446,"text":"The plan of entity conversion, including the full text of the articles of organization of the resulting entity that comply with the requirements of this chapter as they will be in effect upon consummation of the conversion;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"10":{"id":228447,"text":"The date the plan of entity conversion was approved; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"11":{"id":228448,"text":"A statement that the plan of entity conversion was adopted by the partnership or limited partnership in accordance with § 13.1-1084.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"12":{"id":228449,"text":"If the Commission finds that the articles of entity conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of entity conversion.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1085\/","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":72460,"section_number":"13.1-1003.1","catch_line":"Filings with the Commission pursuant to reorganization","order_by":null,"url":"\/13.1-1003.1\/"}],"refers_to":[{"id":63435,"section_number":"13.1-1200","catch_line":"Short title","order_by":null,"url":"\/13.1-1200\/"},{"id":68645,"section_number":"13.1-1214","catch_line":"Name","order_by":null,"url":"\/13.1-1214\/"},{"id":62759,"section_number":"13.1-601","catch_line":"Short title","order_by":null,"url":"\/13.1-601\/"},{"id":71750,"section_number":"13.1-630","catch_line":"Corporate name","order_by":null,"url":"\/13.1-630\/"}],"permalink":{"id":148571,"object_type":"law","relational_id":62656,"identifier":"13.1-1085","token":"13.1\/12\/15\/13.1-1085","url":"\/13.1-1085\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1085\/","token":"13.1\/12\/15\/13.1-1085","dublin_core":{"Title":"Articles of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1085","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After the conversion of a domestic limited liability company<\/span><\/span> into a domestic stock corporation<\/span> or business trust has been approved as required by this article, the converting entity<\/span> shall deliver to the Commission<\/span> for filing articles of entity conversion<\/span> setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the domestic limited liability company<\/span><\/span> immediately before the filing of the articles of entity conversion<\/span> and the name of the converting entity<\/span> upon its conversion to a domestic stock corporation<\/span> or business trust, which shall satisfy the requirements of § 13.1-630<\/a> or 13.1-1214<\/a>, as the case may be; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The date on which the converting entity<\/span> was originally organized, formed, or incorporated, and its original name, entity type, and jurisdiction<\/span> of organization, formation, or incorporation, and, for each subsequent change of entity type or jurisdiction<\/span> of organization, formation, or incorporation made before the filing of the articles of entity conversion<\/span>, the effective date of the change and the converting entity<\/span>’s name, entity type, and jurisdiction<\/span> of organization, formation, or incorporation upon consummation of the change; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The plan of entity conversion<\/span>, including the full text of the articles of incorporation<\/span> or articles of trust<\/span> of the resulting entity<\/span> that comply with the requirements of Chapter 9 (§ 13.1-601<\/a> et seq.) or Chapter 14 (§ 13.1-1200<\/a> et seq.), as they will be in effect upon consummation of the conversion; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date the plan of entity conversion<\/span> was approved; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the plan of entity conversion<\/span> was adopted by the limited liability company<\/span> in accordance with § 13.1-1084<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> After the conversion of a domestic partnership<\/span> or limited partnership into a domestic limited liability company<\/span><\/span> has been approved as required by this article, the converting entity<\/span> shall deliver to the Commission<\/span> for filing articles of entity conversion<\/span> setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the domestic partnership<\/span> or limited partnership immediately before the filing of the articles of entity conversion<\/span> and the name of the converting entity<\/span> upon its conversion to a domestic limited liability company<\/span><\/span>, which shall satisfy the requirements of this chapter; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The date on which the converting entity<\/span> was originally organized, formed, or incorporated, and its original name, entity type, and jurisdiction<\/span> of organization, formation, or incorporation, and, for each subsequent change of entity type or jurisdiction<\/span> of organization, formation, or incorporation made before the filing of the articles of entity conversion<\/span>, the effective date of the change and the converting entity<\/span>’s name, entity type, and jurisdiction<\/span> of organization, formation, or incorporation upon consummation of the change; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The plan of entity conversion<\/span>, including the full text of the articles of organization<\/span> of the resulting entity<\/span> that comply with the requirements of this chapter as they will be in effect upon consummation of the conversion; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date the plan of entity conversion<\/span> was approved; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the plan of entity conversion<\/span> was adopted by the partnership or limited partnership in accordance with § 13.1-1084<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the Commission<\/span> finds that the articles of entity conversion<\/span> comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of entity conversion<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF ENTITY CONVERSION (\u00a7 13.1-1085)\n\nA. After the conversion of a domestic limited liability company into a domestic\nstock corporation or business trust has been approved as required by this\narticle, the converting entity shall deliver to the Commission for filing\narticles of entity conversion setting forth:\n\n 1. The name of the domestic limited liability company immediately before the\n filing of the articles of entity conversion and the name of the converting\n entity upon its conversion to a domestic stock corporation or business trust,\n which shall satisfy the requirements of § 13.1-630 or 13.1-1214, as the\n case may be;\n\n 2. The date on which the converting entity was originally organized, formed,\n or incorporated, and its original name, entity type, and jurisdiction of\n organization, formation, or incorporation, and, for each subsequent change of\n entity type or jurisdiction of organization, formation, or incorporation made\n before the filing of the articles of entity conversion, the effective date of\n the change and the converting entity’s name, entity type, and\n jurisdiction of organization, formation, or incorporation upon consummation of\n the change;\n\n 3. The plan of entity conversion, including the full text of the articles of\n incorporation or articles of trust of the resulting entity that comply with\n the requirements of Chapter 9 (§ 13.1-601 et seq.) or Chapter 14 (§\n 13.1-1200 et seq.), as they will be in effect upon consummation of the\n conversion;\n\n 4. The date the plan of entity conversion was approved; and\n\n 5. A statement that the plan of entity conversion was adopted by the limited\n liability company in accordance with § 13.1-1084.\n\nB. After the conversion of a domestic partnership or limited partnership into a\ndomestic limited liability company has been approved as required by this\narticle, the converting entity shall deliver to the Commission for filing\narticles of entity conversion setting forth:\n\n 1. The name of the domestic partnership or limited partnership immediately\n before the filing of the articles of entity conversion and the name of the\n converting entity upon its conversion to a domestic limited liability company,\n which shall satisfy the requirements of this chapter;\n\n 2. The date on which the converting entity was originally organized, formed,\n or incorporated, and its original name, entity type, and jurisdiction of\n organization, formation, or incorporation, and, for each subsequent change of\n entity type or jurisdiction of organization, formation, or incorporation made\n before the filing of the articles of entity conversion, the effective date of\n the change and the converting entity’s name, entity type, and\n jurisdiction of organization, formation, or incorporation upon consummation of\n the change;\n\n 3. The plan of entity conversion, including the full text of the articles of\n organization of the resulting entity that comply with the requirements of this\n chapter as they will be in effect upon consummation of the conversion;\n\n 4. The date the plan of entity conversion was approved; and\n\n 5. A statement that the plan of entity conversion was adopted by the\n partnership or limited partnership in accordance with § 13.1-1084.\n\nC. If the Commission finds that the articles of entity conversion comply with\nthe requirements of law and that all required fees have been paid, it shall\nissue a certificate of entity conversion.\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}}