{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1086.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1086.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1086.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1086.html"}],"law_id":80660,"edition_id":1,"section_id":80660,"structure_id":15569,"section_number":"13.1-1086","catch_line":"Effect of entity conversion","history":"2016, c. 288.","full_text":"A\n\nWhen an entity conversion under this article becomes effective, with respect to that entity:1\n\nThe title to all real estate and other property remains in the resulting entity without reversion or impairment;2\n\nThe liabilities of the converting entity remain the liabilities of the resulting entity; and3\n\nA proceeding pending may be continued by or against the resulting entity as if the conversion did not occur.B\n\nWhen the resulting entity is a domestic stock corporation or business trust:1\n\nThe articles of incorporation or articles of trust attached to the articles of entity conversion constitute the articles of incorporation or articles of trust of the resulting entity;2\n\nThe interests of the converting entity are reclassified into shares or beneficial interests of the resulting entity in accordance with the plan of entity conversion; and the members of the converting entity are entitled only to the rights provided in the plan of entity conversion;3\n\nThe resulting entity is deemed to:\n\t\t\t\ta. Be a domestic stock corporation or business trust, as the case may be, for all purposes;\n\t\t\t\tb. Be the same stock corporation or business trust without interruption as the converting entity that existed before the conversion; and\n\t\t\t\tc. Have been incorporated or formed on the date that the converting entity was originally incorporated, organized, or formed;4\n\nThe converting entity shall cease to be a limited liability company when the certificate of entity conversion becomes effective; and5\n\nAny member of a converting entity who, before the conversion, was liable for the liabilities or obligations of the converting entity is not released from those liabilities or obligations by reason of the conversion.C\n\nWhen the converting entity is a partnership or a limited partnership:1\n\nThe articles of organization attached to the articles of entity conversion constitute the articles of organization of the resulting entity;2\n\nThe eligible interests of the converting entity are reclassified into membership interests in accordance with the plan of entity conversion; and the partners of the converting entity are entitled only to the rights provided in the plan of entity conversion;3\n\nThe resulting entity is deemed to:\n\t\t\t\ta. Be a domestic limited liability company for all purposes;\n\t\t\t\tb. Be the same limited liability company without interruption as the converting entity that existed before the conversion; and\n\t\t\t\tc. Have been organized on the date that the converting entity was originally formed, organized, or incorporated;4\n\nThe converting entity shall cease to be a partnership or limited partnership when the certificate of entity conversion becomes effective;5\n\nIf the converting entity is a partnership, a statement of partnership authority filed by the partnership that has not been canceled shall be deemed canceled when the certificate of entity conversion becomes effective;6\n\nIf the converting entity is a limited partnership, its certificate of limited partnership shall be deemed canceled when the certificate of entity conversion becomes effective;7\n\nIf the partnership or limited partnership is registered as a registered limited liability partnership, that status shall be deemed canceled when the certificate of entity conversion becomes effective; and8\n\nAny partner of a converting entity who, before the conversion, was liable for the liabilities or obligations of the converting entity is not released from those liabilities or obligations by reason of the conversion.","order_by":null,"text":{"0":{"id":289075,"text":"When an entity conversion under this article becomes effective, with respect to that entity:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":289076,"text":"The title to all real estate and other property remains in the resulting entity without reversion or impairment;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":289077,"text":"The liabilities of the converting entity remain the liabilities of the resulting entity; and","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":289078,"text":"A proceeding pending may be continued by or against the resulting entity as if the conversion did not occur.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":289079,"text":"When the resulting entity is a domestic stock corporation or business trust:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"B1"},"5":{"id":289080,"text":"The articles of incorporation or articles of trust attached to the articles of entity conversion constitute the articles of incorporation or articles of trust of the resulting entity;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"6":{"id":289081,"text":"The interests of the converting entity are reclassified into shares or beneficial interests of the resulting entity in accordance with the plan of entity conversion; and the members of the converting entity are entitled only to the rights provided in the plan of entity conversion;","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"7":{"id":289082,"text":"The resulting entity is deemed to:\n\t\t\t\ta. Be a domestic stock corporation or business trust, as the case may be, for all purposes;\n\t\t\t\tb. Be the same stock corporation or business trust without interruption as the converting entity that existed before the conversion; and\n\t\t\t\tc. Have been incorporated or formed on the date that the converting entity was originally incorporated, organized, or formed;","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"B4"},"8":{"id":289083,"text":"The converting entity shall cease to be a limited liability company when the certificate of entity conversion becomes effective; and","type":"section","prefixes":["B","4"],"prefix":"4","entire_prefix":"B4","prefix_anchor":"B4","level":2,"prior_prefix":"B3","next_prefix":"B5"},"9":{"id":289084,"text":"Any member of a converting entity who, before the conversion, was liable for the liabilities or obligations of the converting entity is not released from those liabilities or obligations by reason of the conversion.","type":"section","prefixes":["B","5"],"prefix":"5","entire_prefix":"B5","prefix_anchor":"B5","level":2,"prior_prefix":"B4","next_prefix":"C"},"10":{"id":289085,"text":"When the converting entity is a partnership or a limited partnership:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B5","next_prefix":"C1"},"11":{"id":289086,"text":"The articles of organization attached to the articles of entity conversion constitute the articles of organization of the resulting entity;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"12":{"id":289087,"text":"The eligible interests of the converting entity are reclassified into membership interests in accordance with the plan of entity conversion; and the partners of the converting entity are entitled only to the rights provided in the plan of entity conversion;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"13":{"id":289088,"text":"The resulting entity is deemed to:\n\t\t\t\ta. Be a domestic limited liability company for all purposes;\n\t\t\t\tb. Be the same limited liability company without interruption as the converting entity that existed before the conversion; and\n\t\t\t\tc. Have been organized on the date that the converting entity was originally formed, organized, or incorporated;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"14":{"id":289089,"text":"The converting entity shall cease to be a partnership or limited partnership when the certificate of entity conversion becomes effective;","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"15":{"id":289090,"text":"If the converting entity is a partnership, a statement of partnership authority filed by the partnership that has not been canceled shall be deemed canceled when the certificate of entity conversion becomes effective;","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"C6"},"16":{"id":289091,"text":"If the converting entity is a limited partnership, its certificate of limited partnership shall be deemed canceled when the certificate of entity conversion becomes effective;","type":"section","prefixes":["C","6"],"prefix":"6","entire_prefix":"C6","prefix_anchor":"C6","level":2,"prior_prefix":"C5","next_prefix":"C7"},"17":{"id":289092,"text":"If the partnership or limited partnership is registered as a registered limited liability partnership, that status shall be deemed canceled when the certificate of entity conversion becomes effective; and","type":"section","prefixes":["C","7"],"prefix":"7","entire_prefix":"C7","prefix_anchor":"C7","level":2,"prior_prefix":"C6","next_prefix":"C8"},"18":{"id":289093,"text":"Any partner of a converting entity who, before the conversion, was liable for the liabilities or obligations of the converting entity is not released from those liabilities or obligations by reason of the conversion.","type":"section","prefixes":["C","8"],"prefix":"8","entire_prefix":"C8","prefix_anchor":"C8","level":2,"prior_prefix":"C7"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1086\/","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":false,"refers_to":false,"permalink":{"id":148575,"object_type":"law","relational_id":80660,"identifier":"13.1-1086","token":"13.1\/12\/15\/13.1-1086","url":"\/13.1-1086\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1086\/","token":"13.1\/12\/15\/13.1-1086","dublin_core":{"Title":"Effect of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1086","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When an entity conversion<\/span> under this article becomes effective, with respect to that entity: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The title to all real estate and other property<\/span> remains in the resulting entity<\/span> without reversion or impairment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The liabilities of the converting entity<\/span> remain the liabilities of the resulting entity<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A proceeding pending may be continued by or against the resulting entity<\/span> as if the conversion did not occur. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> When the resulting entity<\/span> is a domestic stock corporation<\/span> or business trust: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The articles of incorporation<\/span> or articles of trust<\/span> attached to the articles of entity conversion<\/span> constitute the articles of incorporation<\/span> or articles of trust<\/span> of the resulting entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The interests<\/span> of the converting entity<\/span> are reclassified into shares or beneficial interests<\/span> of the resulting entity<\/span> in accordance with the plan of entity conversion<\/span>; and the members<\/span> of the converting entity<\/span> are entitled only to the rights provided in the plan of entity conversion<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The resulting entity<\/span> is deemed to:\n\t\t\t\ta. Be a domestic stock corporation<\/span> or business trust, as the case may be, for all purposes;\n\t\t\t\tb. Be the same stock corporation or business trust without interruption as the converting entity<\/span> that existed before the conversion; and\n\t\t\t\tc. Have been incorporated or formed on the date that the converting entity<\/span> was originally incorporated, organized, or formed; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The converting entity<\/span> shall cease to be a limited liability company<\/span> when the certificate of entity conversion<\/span> becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any member<\/span> of a converting entity<\/span> who, before the conversion, was liable for the liabilities or obligations of the converting entity<\/span> is not released from those liabilities or obligations by reason of the conversion. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> When the converting entity<\/span> is a partnership or a limited partnership: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The articles of organization<\/span> attached to the articles of entity conversion<\/span> constitute the articles of organization<\/span> of the resulting entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The eligible interests of the converting entity<\/span> are reclassified into membership interests<\/span> in accordance with the plan of entity conversion<\/span>; and the partners of the converting entity<\/span> are entitled only to the rights provided in the plan of entity conversion<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The resulting entity<\/span> is deemed to:\n\t\t\t\ta. Be a domestic limited liability company<\/span><\/span> for all purposes;\n\t\t\t\tb. Be the same limited liability company<\/span> without interruption as the converting entity<\/span> that existed before the conversion; and\n\t\t\t\tc. Have been organized on the date that the converting entity<\/span> was originally formed, organized, or incorporated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The converting entity<\/span> shall cease to be a partnership or limited partnership when the certificate of entity conversion<\/span> becomes effective; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the converting entity<\/span> is a partnership, a statement of partnership authority filed by the partnership that has not been canceled shall be deemed canceled when the certificate of entity conversion<\/span> becomes effective; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the converting entity<\/span> is a limited partnership, its certificate of limited partnership<\/span> shall be deemed canceled when the certificate of entity conversion<\/span> becomes effective; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> If the partnership or limited partnership is registered as a registered limited liability partnership<\/span>, that status shall be deemed canceled when the certificate of entity conversion<\/span> becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Any partner of a converting entity<\/span> who, before the conversion, was liable for the liabilities or obligations of the converting entity<\/span> is not released from those liabilities or obligations by reason of the conversion. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF ENTITY CONVERSION (\u00a7 13.1-1086)\n\nA. When an entity conversion under this article becomes effective, with respect\nto that entity:\n\n 1. The title to all real estate and other property remains in the resulting\n entity without reversion or impairment;\n\n 2. The liabilities of the converting entity remain the liabilities of the\n resulting entity; and\n\n 3. A proceeding pending may be continued by or against the resulting entity as\n if the conversion did not occur.\n\nB. When the resulting entity is a domestic stock corporation or business trust:\n\n 1. The articles of incorporation or articles of trust attached to the articles\n of entity conversion constitute the articles of incorporation or articles of\n trust of the resulting entity;\n\n 2. The interests of the converting entity are reclassified into shares or\n beneficial interests of the resulting entity in accordance with the plan of\n entity conversion; and the members of the converting entity are entitled only\n to the rights provided in the plan of entity conversion;\n\n 3. The resulting entity is deemed to:\n \t\t\t\ta. Be a domestic stock corporation or business trust, as the case may be,\n for all purposes;\n \t\t\t\tb. Be the same stock corporation or business trust without interruption as\n the converting entity that existed before the conversion; and\n \t\t\t\tc. Have been incorporated or formed on the date that the converting entity\n was originally incorporated, organized, or formed;\n\n 4. The converting entity shall cease to be a limited liability company when\n the certificate of entity conversion becomes effective; and\n\n 5. Any member of a converting entity who, before the conversion, was liable\n for the liabilities or obligations of the converting entity is not released\n from those liabilities or obligations by reason of the conversion.\n\nC. When the converting entity is a partnership or a limited partnership:\n\n 1. The articles of organization attached to the articles of entity conversion\n constitute the articles of organization of the resulting entity;\n\n 2. The eligible interests of the converting entity are reclassified into\n membership interests in accordance with the plan of entity conversion; and the\n partners of the converting entity are entitled only to the rights provided in\n the plan of entity conversion;\n\n 3. The resulting entity is deemed to:\n \t\t\t\ta. Be a domestic limited liability company for all purposes;\n \t\t\t\tb. Be the same limited liability company without interruption as the\n converting entity that existed before the conversion; and\n \t\t\t\tc. Have been organized on the date that the converting entity was\n originally formed, organized, or incorporated;\n\n 4. The converting entity shall cease to be a partnership or limited\n partnership when the certificate of entity conversion becomes effective;\n\n 5. If the converting entity is a partnership, a statement of partnership\n authority filed by the partnership that has not been canceled shall be deemed\n canceled when the certificate of entity conversion becomes effective;\n\n 6. If the converting entity is a limited partnership, its certificate of\n limited partnership shall be deemed canceled when the certificate of entity\n conversion becomes effective;\n\n 7. If the partnership or limited partnership is registered as a registered\n limited liability partnership, that status shall be deemed canceled when the\n certificate of entity conversion becomes effective; and\n\n 8. Any partner of a converting entity who, before the conversion, was liable\n for the liabilities or obligations of the converting entity is not released\n from those liabilities or obligations by reason of the 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}}