{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1264.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1264.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1264.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1264.html"}],"law_id":79485,"edition_id":1,"section_id":79485,"structure_id":14540,"section_number":"13.1-1264","catch_line":"Definitions","history":"2002, c. 621; 2016, c. 288; 2021, Sp. Sess. I, c. 487.","full_text":"As used in this article, unless the context requires a different meaning:\n\t\t“Articles of organization” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Converting entity” means the domestic or foreign business trust, corporation, limited liability company, limited partnership, partnership, or other entity that adopts a plan of domestication or plan of entity conversion pursuant to this article.\n\t\t“Corporation” and “domestic corporation” have the same meaning specified in \u00a7 13.1-603.\n\t\t“Domesticated business trust” means the domesticating business trust as it continues in existence after a domestication.\n\t\t“Domesticating business trust” means the domestic business trust that approves a plan of domestication pursuant to \u00a7 13.1-1267 or the foreign business trust that approves a domestication pursuant to the organic law of the foreign business trust.\n\t\t“Domestication” means a transaction pursuant to this article, including domestication of a foreign business trust as a domestic business trust or domestication of a domestic business trust in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name.\n\t\t“Domestic entity” means a domestic corporation, limited liability company, limited partnership, partnership, or other entity.\n\t\t“Foreign corporation” has the same meaning specified in \u00a7 13.1-603.\n\t\t“Foreign entity” means a foreign business trust, corporation, limited liability company, limited partnership, partnership, or other entity.\n\t\t“Foreign limited liability company” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Foreign limited partnership” has the same meaning specified in \u00a7 50-73.1.\n\t\t“Foreign partnership” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Limited liability company” and “domestic limited liability company” have the same meaning specified in \u00a7 13.1-1002.\n\t\t“Limited partnership” and “domestic limited partnership” have the same meaning specified in \u00a7 50-73.1.\n\t\t“Member” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Membership interest” or “interest” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Other entity” means a domestic real estate investment trust or common law trust.\n\t\t“Partnership” and “domestic partnership” mean an association of two or more persons to carry on as co-owners a business for profit formed under \u00a7 50-73.88, or predecessor law of this Commonwealth, and includes, for all purposes of the laws of this Commonwealth, a registered limited liability partnership.\n\t\t“Resulting entity” means the domestic limited liability company or business trust that is in existence upon consummation of an entity conversion pursuant to this article.\n\t\t“Surviving entity” means the domestic business trust that is in existence upon consummation of a domestication pursuant to this article.","order_by":null,"text":{"0":{"id":284729,"text":"As used in this article, unless the context requires a different meaning:\n\t\t“Articles of organization” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Converting entity” means the domestic or foreign business trust, corporation, limited liability company, limited partnership, partnership, or other entity that adopts a plan of domestication or plan of entity conversion pursuant to this article.\n\t\t“Corporation” and “domestic corporation” have the same meaning specified in \u00a7 13.1-603.\n\t\t“Domesticated business trust” means the domesticating business trust as it continues in existence after a domestication.\n\t\t“Domesticating business trust” means the domestic business trust that approves a plan of domestication pursuant to \u00a7 13.1-1267 or the foreign business trust that approves a domestication pursuant to the organic law of the foreign business trust.\n\t\t“Domestication” means a transaction pursuant to this article, including domestication of a foreign business trust as a domestic business trust or domestication of a domestic business trust in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name.\n\t\t“Domestic entity” means a domestic corporation, limited liability company, limited partnership, partnership, or other entity.\n\t\t“Foreign corporation” has the same meaning specified in \u00a7 13.1-603.\n\t\t“Foreign entity” means a foreign business trust, corporation, limited liability company, limited partnership, partnership, or other entity.\n\t\t“Foreign limited liability company” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Foreign limited partnership” has the same meaning specified in \u00a7 50-73.1.\n\t\t“Foreign partnership” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Limited liability company” and “domestic limited liability company” have the same meaning specified in \u00a7 13.1-1002.\n\t\t“Limited partnership” and “domestic limited partnership” have the same meaning specified in \u00a7 50-73.1.\n\t\t“Member” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Membership interest” or “interest” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Other entity” means a domestic real estate investment trust or common law trust.\n\t\t“Partnership” and “domestic partnership” mean an association of two or more persons to carry on as co-owners a business for profit formed under \u00a7 50-73.88, or predecessor law of this Commonwealth, and includes, for all purposes of the laws of this Commonwealth, a registered limited liability partnership.\n\t\t“Resulting entity” means the domestic limited liability company or business trust that is in existence upon consummation of an entity conversion pursuant to this article.\n\t\t“Surviving entity” means the domestic business trust that is in existence upon consummation of a domestication pursuant to this article.","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1}},"ancestry":[{"id":14540,"edition_id":1,"name":"Domestication and Conversion","identifier":"12","label":"article","depth":3,"order_by":1,"parent_id":12745,"metadata":{},"date_created":"2026-06-26 03:48:35","date_modified":"2026-06-26 03:48:35","permalink":{"id":149211,"object_type":"structure","relational_id":14540,"identifier":"12","token":"13.1\/14\/12","url":"\/13.1\/14\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12745,"edition_id":1,"name":"Virginia Business Trust Act","identifier":"14","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":149111,"object_type":"structure","relational_id":12745,"identifier":"14","token":"13.1\/14","url":"\/13.1\/14\/","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":79485,"structure_id":14540,"section_number":"13.1-1264","catch_line":"Definitions","url":"\/13.1-1264\/","token":"13.1\/14\/12\/13.1-1264","metadata":false},{"id":67797,"structure_id":14540,"section_number":"13.1-1265","catch_line":"Domestication","url":"\/13.1-1265\/","token":"13.1\/14\/12\/13.1-1265","metadata":false},{"id":67129,"structure_id":14540,"section_number":"13.1-1266","catch_line":"Plan of domestication","url":"\/13.1-1266\/","token":"13.1\/14\/12\/13.1-1266","metadata":false},{"id":59114,"structure_id":14540,"section_number":"13.1-1267","catch_line":"Action on plan of domestication by a domestic business trust","url":"\/13.1-1267\/","token":"13.1\/14\/12\/13.1-1267","metadata":false},{"id":58042,"structure_id":14540,"section_number":"13.1-1268","catch_line":"Articles of domestication","url":"\/13.1-1268\/","token":"13.1\/14\/12\/13.1-1268","metadata":false},{"id":69025,"structure_id":14540,"section_number":"13.1-1269","catch_line":"Surrender of articles of trust upon domestication","url":"\/13.1-1269\/","token":"13.1\/14\/12\/13.1-1269","metadata":false},{"id":64123,"structure_id":14540,"section_number":"13.1-1270","catch_line":"Effect of domestication","url":"\/13.1-1270\/","token":"13.1\/14\/12\/13.1-1270","metadata":false},{"id":61835,"structure_id":14540,"section_number":"13.1-1271","catch_line":"Abandonment of domestication","url":"\/13.1-1271\/","token":"13.1\/14\/12\/13.1-1271","metadata":false},{"id":55993,"structure_id":14540,"section_number":"13.1-1272","catch_line":"Entity conversion","url":"\/13.1-1272\/","token":"13.1\/14\/12\/13.1-1272","metadata":false},{"id":60773,"structure_id":14540,"section_number":"13.1-1273","catch_line":"Plan of entity conversion","url":"\/13.1-1273\/","token":"13.1\/14\/12\/13.1-1273","metadata":false},{"id":74923,"structure_id":14540,"section_number":"13.1-1274","catch_line":"Action on plan of entity conversion","url":"\/13.1-1274\/","token":"13.1\/14\/12\/13.1-1274","metadata":false},{"id":70667,"structure_id":14540,"section_number":"13.1-1275","catch_line":"Articles of entity conversion","url":"\/13.1-1275\/","token":"13.1\/14\/12\/13.1-1275","metadata":false},{"id":80893,"structure_id":14540,"section_number":"13.1-1276","catch_line":"Effect of entity conversion","url":"\/13.1-1276\/","token":"13.1\/14\/12\/13.1-1276","metadata":false},{"id":61804,"structure_id":14540,"section_number":"13.1-1277","catch_line":"Abandonment of entity conversion","url":"\/13.1-1277\/","token":"13.1\/14\/12\/13.1-1277","metadata":false}],"next_section":{"id":67797,"structure_id":14540,"section_number":"13.1-1265","catch_line":"Domestication","url":"\/13.1-1265\/","token":"13.1\/14\/12\/13.1-1265","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1264\/","history_text":"

This law was first created in 2002. The record of its establishment is cataloged in chapter 621<\/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. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2016, chapter 288<\/a>.<\/p>","references":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"},{"id":70548,"section_number":"13.1-1082","catch_line":"Entity conversion","order_by":null,"url":"\/13.1-1082\/"},{"id":68199,"section_number":"13.1-1201","catch_line":"Definitions","order_by":null,"url":"\/13.1-1201\/"}],"refers_to":[{"id":65011,"section_number":"13.1-1002","catch_line":"Definitions","order_by":null,"url":"\/13.1-1002\/"},{"id":59114,"section_number":"13.1-1267","catch_line":"Action on plan of domestication by a domestic business trust","order_by":null,"url":"\/13.1-1267\/"},{"id":83518,"section_number":"13.1-603","catch_line":"Definitions","order_by":null,"url":"\/13.1-603\/"},{"id":80626,"section_number":"50-73.1","catch_line":"Definitions","order_by":null,"url":"\/50-73.1\/"},{"id":75229,"section_number":"50-73.88","catch_line":"Formation of partnership","order_by":null,"url":"\/50-73.88\/"}],"permalink":{"id":149213,"object_type":"law","relational_id":79485,"identifier":"13.1-1264","token":"13.1\/14\/12\/13.1-1264","url":"\/13.1-1264\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1264\/","token":"13.1\/14\/12\/13.1-1264","dublin_core":{"Title":"Definitions","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1264","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

As used in this article, unless the context requires a different meaning:\n\t\t“Articles of organization” has the same meaning specified in \u00a7 13.1-1002<\/a>.\n\t\t“Converting entity<\/span>” means the domestic or foreign business trust<\/span>, corporation, limited liability company, limited partnership, partnership, or other entity<\/span> that adopts a plan of domestication<\/span> or plan of entity conversion<\/span> pursuant to this article.\n\t\t“Corporation” and “domestic corporation<\/span>” have the same meaning specified in \u00a7 13.1-603<\/a>.\n\t\t“Domesticated business trust<\/span>” means the domesticating business trust<\/span> as it continues in existence after a domestication<\/span>.\n\t\t“Domesticating business trust<\/span>” means the domestic business trust<\/span> that approves a plan of domestication<\/span> pursuant to \u00a7 13.1-1267<\/a> or the foreign business trust<\/span> that approves a domestication<\/span> pursuant to the organic law<\/span> of the foreign business trust<\/span>.\n\t\t“Domestication<\/span>” means a transaction pursuant to this article, including domestication<\/span> of a foreign business trust<\/span> as a domestic business trust<\/span> or domestication<\/span> of a domestic business trust<\/span> in another jurisdiction<\/span>, where the other jurisdiction<\/span> authorizes such a transaction even if by another name.\n\t\t“Domestic entity<\/span>” means a domestic corporation<\/span>, limited liability company, limited partnership, partnership, or other entity<\/span>.\n\t\t“Foreign corporation<\/span>” has the same meaning specified in \u00a7 13.1-603<\/a>.\n\t\t“Foreign entity<\/span>” means a foreign business trust<\/span>, corporation, limited liability company, limited partnership, partnership, or other entity<\/span>.\n\t\t“Foreign limited liability company<\/span>” has the same meaning specified in \u00a7 13.1-1002<\/a>.\n\t\t“Foreign limited partnership<\/span>” has the same meaning specified in \u00a7 50-73.1<\/a>.\n\t\t“Foreign partnership” has the same meaning specified in \u00a7 13.1-1002<\/a>.\n\t\t“Limited liability company” and “domestic limited liability company” have the same meaning specified in \u00a7 13.1-1002<\/a>.\n\t\t“Limited partnership” and “domestic limited partnership<\/span>” have the same meaning specified in \u00a7 50-73.1<\/a>.\n\t\t“Member” has the same meaning specified in \u00a7 13.1-1002<\/a>.\n\t\t“Membership interest” or “interest” has the same meaning specified in \u00a7 13.1-1002<\/a>.\n\t\t“Other entity<\/span>” means a domestic real estate investment trust or common law<\/span> trust.\n\t\t“Partnership” and “domestic partnership<\/span>” mean an association of two or more persons<\/span> to carry on as co-owners a business for profit formed under \u00a7 50-73.88<\/a>, or predecessor law of this Commonwealth, and includes, for all purposes of the laws<\/span> of this Commonwealth, a registered limited liability partnership<\/span>.\n\t\t“Resulting entity<\/span>” means the domestic limited liability company or business trust that is in existence upon consummation of an entity conversion<\/span> pursuant to this article.\n\t\t“Surviving entity<\/span>” means the domestic business trust<\/span> that is in existence upon consummation of a domestication<\/span> pursuant to this article.<\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDEFINITIONS (\u00a7 13.1-1264)\n\nAs used in this article, unless the context requires a different meaning:\n\t\t“Articles of organization” has the same meaning specified in \u00a7\n13.1-1002.\n\t\t“Converting entity” means the domestic or foreign business trust,\ncorporation, limited liability company, limited partnership, partnership, or\nother entity that adopts a plan of domestication or plan of entity conversion\npursuant to this article.\n\t\t“Corporation” and “domestic corporation” have the same\nmeaning specified in \u00a7 13.1-603.\n\t\t“Domesticated business trust” means the domesticating business\ntrust as it continues in existence after a domestication.\n\t\t“Domesticating business trust” means the domestic business trust\nthat approves a plan of domestication pursuant to \u00a7 13.1-1267 or the foreign\nbusiness trust that approves a domestication pursuant to the organic law of the\nforeign business trust.\n\t\t“Domestication” means a transaction pursuant to this article,\nincluding domestication of a foreign business trust as a domestic business trust\nor domestication of a domestic business trust in another jurisdiction, where the\nother jurisdiction authorizes such a transaction even if by another name.\n\t\t“Domestic entity” means a domestic corporation, limited liability\ncompany, limited partnership, partnership, or other entity.\n\t\t“Foreign corporation” has the same meaning specified in \u00a7\n13.1-603.\n\t\t“Foreign entity” means a foreign business trust, corporation,\nlimited liability company, limited partnership, partnership, or other entity.\n\t\t“Foreign limited liability company” has the same meaning specified\nin \u00a7 13.1-1002.\n\t\t“Foreign limited partnership” has the same meaning specified in \u00a7\n50-73.1.\n\t\t“Foreign partnership” has the same meaning specified in \u00a7\n13.1-1002.\n\t\t“Limited liability company” and “domestic limited liability\ncompany” have the same meaning specified in \u00a7 13.1-1002.\n\t\t“Limited partnership” and “domestic limited\npartnership” have the same meaning specified in \u00a7 50-73.1.\n\t\t“Member” has the same meaning specified in \u00a7 13.1-1002.\n\t\t“Membership interest” or “interest” has the same\nmeaning specified in \u00a7 13.1-1002.\n\t\t“Other entity” means a domestic real estate investment trust or\ncommon law trust.\n\t\t“Partnership” and “domestic partnership” mean an\nassociation of two or more persons to carry on as co-owners a business for\nprofit formed under \u00a7 50-73.88, or predecessor law of this Commonwealth, and\nincludes, for all purposes of the laws of this Commonwealth, a registered\nlimited liability partnership.\n\t\t“Resulting entity” means the domestic limited liability company or\nbusiness trust that is in existence upon consummation of an entity conversion\npursuant to this article.\n\t\t“Surviving entity” means the domestic business trust that is in\nexistence upon consummation of a domestication pursuant to this article.\n\nHISTORY: 2002, c. 621; 2016, c. 288; 2021, Sp. Sess. I, c. 487.","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}}