{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1273.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1273.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1273.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1273.html"}],"law_id":60773,"edition_id":1,"section_id":60773,"structure_id":14540,"section_number":"13.1-1273","catch_line":"Plan of entity conversion","history":"2002, c. 621; 2016, c. 288.","full_text":"A\n\nIn the case of a domestic business trust that is a converting entity:1\n\nThe business trust shall approve a plan of entity conversion setting forth:\n\t\t\t\ta. A statement of the business trust’s intention to convert to a domestic limited liability company;\n\t\t\t\tb. The terms and conditions of the conversion, including the manner and basis of converting the beneficial interests of the business trust into membership interests of the limited liability company, preserving the ownership proportion and relative rights, preferences, and limitations of each beneficial interest;\n\t\t\t\tc. As an attachment to the plan, the full text of the articles of organization of the converting entity as they will be in effect upon consummation of the conversion; and\n\t\t\t\td. Any other provision relating to the conversion that may be desired.2\n\nThe plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan to the trustees shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the beneficial interests of the converting entity, unless the amendment has been approved by the trustees in the manner set in § 13.1-1274.B\n\nIn the case of a domestic partnership or limited partnership that is a converting entity:1\n\nThe partnership or limited partnership shall approve a plan of entity conversion setting forth:\n\t\t\t\ta. A statement of the partnership’s or limited partnership’s intention to convert to a domestic business trust;\n\t\t\t\tb. The terms and conditions of the conversion, including the manner and basis of converting the partnership interests of the limited partnership or partnership into beneficial interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each partnership interest;\n\t\t\t\tc. As an attachment to the plan, the full text of the articles of trust of the resulting entity as they will be in effect upon consummation of the conversion; and\n\t\t\t\td. Any other provision relating to the conversion that may be desired.2\n\nThe plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan:\n\t\t\t\ta. To the partners of a partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the partnership, unless the amendment has been approved by the partners in the manner set forth in § 13.1-1274; and\n\t\t\t\tb. To the partners of a limited partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the limited partnership, unless the amendment has been approved by the partners in the manner set forth in § 13.1-1274.C\n\nIn the case of an other entity that is a converting entity:1\n\nThe other entity shall approve a plan of entity conversion setting forth:\n\t\t\t\ta. A statement of the other entity’s intention to convert to a domestic business trust;\n\t\t\t\tb. The terms and conditions of the conversion, including the manner and basis of converting the interests of the other entity into beneficial interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each interest of the other entity;\n\t\t\t\tc. As an attachment to the plan, the full text of the articles of trust of the resulting entity as they will be in effect upon consummation of the conversion; and\n\t\t\t\td. Any other provision relating to the conversion that may be desired.2\n\nThe plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan to the persons who are authorized to approve the plan of entity conversion on behalf of the other entity shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the interests of the other entity, unless the amendment has been approved by the persons who are authorized to approve the plan in the manner set forth in § 13.1-1274.","order_by":null,"text":{"0":{"id":222172,"text":"In the case of a domestic business trust that is a converting entity:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":222173,"text":"The business trust shall approve a plan of entity conversion setting forth:\n\t\t\t\ta. A statement of the business trust’s intention to convert to a domestic limited liability company;\n\t\t\t\tb. The terms and conditions of the conversion, including the manner and basis of converting the beneficial interests of the business trust into membership interests of the limited liability company, preserving the ownership proportion and relative rights, preferences, and limitations of each beneficial interest;\n\t\t\t\tc. As an attachment to the plan, the full text of the articles of organization of the converting entity as they will be in effect upon consummation of the conversion; and\n\t\t\t\td. Any other provision relating to the conversion that may be desired.","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":222174,"text":"The plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan to the trustees shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the beneficial interests of the converting entity, unless the amendment has been approved by the trustees in the manner set in § 13.1-1274.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":222175,"text":"In the case of a domestic partnership or limited partnership that is a converting entity:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2","next_prefix":"B1"},"4":{"id":222176,"text":"The partnership or limited partnership shall approve a plan of entity conversion setting forth:\n\t\t\t\ta. A statement of the partnership’s or limited partnership’s intention to convert to a domestic business trust;\n\t\t\t\tb. The terms and conditions of the conversion, including the manner and basis of converting the partnership interests of the limited partnership or partnership into beneficial interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each partnership interest;\n\t\t\t\tc. As an attachment to the plan, the full text of the articles of trust of the resulting entity as they will be in effect upon consummation of the conversion; and\n\t\t\t\td. Any other provision relating to the conversion that may be desired.","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"5":{"id":222177,"text":"The plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan:\n\t\t\t\ta. To the partners of a partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the partnership, unless the amendment has been approved by the partners in the manner set forth in § 13.1-1274; and\n\t\t\t\tb. To the partners of a limited partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the limited partnership, unless the amendment has been approved by the partners in the manner set forth in § 13.1-1274.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"6":{"id":222178,"text":"In the case of an other entity that is a converting entity:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"C1"},"7":{"id":222179,"text":"The other entity shall approve a plan of entity conversion setting forth:\n\t\t\t\ta. A statement of the other entity’s intention to convert to a domestic business trust;\n\t\t\t\tb. The terms and conditions of the conversion, including the manner and basis of converting the interests of the other entity into beneficial interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each interest of the other entity;\n\t\t\t\tc. As an attachment to the plan, the full text of the articles of trust of the resulting entity as they will be in effect upon consummation of the conversion; and\n\t\t\t\td. Any other provision relating to the conversion that may be desired.","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"8":{"id":222180,"text":"The plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan to the persons who are authorized to approve the plan of entity conversion on behalf of the other entity shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the interests of the other entity, unless the amendment has been approved by the persons who are authorized to approve the plan in the manner set forth in § 13.1-1274.","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1273\/","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":false,"refers_to":[{"id":74923,"section_number":"13.1-1274","catch_line":"Action on plan of entity conversion","order_by":null,"url":"\/13.1-1274\/"}],"permalink":{"id":149249,"object_type":"law","relational_id":60773,"identifier":"13.1-1273","token":"13.1\/14\/12\/13.1-1273","url":"\/13.1-1273\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1273\/","token":"13.1\/14\/12\/13.1-1273","dublin_core":{"Title":"Plan of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1273","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

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

1.<\/span> The business trust shall approve a plan of entity conversion<\/span> setting forth:\n\t\t\t\ta. A statement of the business trust’s intention to convert to a domestic limited liability company;\n\t\t\t\tb. The terms and conditions of the conversion, including the manner and basis of converting the beneficial interests of the business trust into membership interests of the limited liability company, preserving the ownership proportion and relative rights, preferences, and limitations of each beneficial interest;\n\t\t\t\tc. As an attachment<\/span> to the plan, the full text of the articles of organization of the converting entity<\/span> as they will be in effect upon consummation of the conversion; and\n\t\t\t\td. Any other provision relating to the conversion that may be desired. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The plan of entity conversion<\/span> may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion<\/span>. An amendment made after the submission of the plan to the trustees<\/span> shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the beneficial interests of the converting entity<\/span>, unless the amendment has been approved by the trustees<\/span> in the manner set in § 13.1-1274<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In the case of a domestic partnership<\/span> or limited partnership that is a converting entity<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The partnership or limited partnership shall approve a plan of entity conversion<\/span> setting forth:\n\t\t\t\ta. A statement of the partnership’s or limited partnership’s intention to convert to a domestic business trust<\/span>;\n\t\t\t\tb. The terms and conditions of the conversion, including the manner and basis of converting the partnership interests of the limited partnership or partnership into beneficial interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each partnership interest;\n\t\t\t\tc. As an attachment<\/span> to the plan, the full text of the articles of trust<\/span> of the resulting entity<\/span> as they will be in effect upon consummation of the conversion; and\n\t\t\t\td. Any other provision relating to the conversion that may be desired. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The plan of entity conversion<\/span> may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion<\/span>. An amendment made after the submission of the plan:\n\t\t\t\ta. To the partners of a partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the partnership, unless the amendment has been approved by the partners in the manner set forth in § 13.1-1274<\/a>; and\n\t\t\t\tb. To the partners of a limited partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the limited partnership, unless the amendment has been approved by the partners in the manner set forth in § 13.1-1274<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> In the case of an other entity<\/span> that is a converting entity<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The other entity<\/span> shall approve a plan of entity conversion<\/span> setting forth:\n\t\t\t\ta. A statement of the other entity<\/span>’s intention to convert to a domestic business trust<\/span>;\n\t\t\t\tb. The terms and conditions of the conversion, including the manner and basis of converting the interests of the other entity<\/span> into beneficial interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each interest of the other entity<\/span>;\n\t\t\t\tc. As an attachment<\/span> to the plan, the full text of the articles of trust<\/span> of the resulting entity<\/span> as they will be in effect upon consummation of the conversion; and\n\t\t\t\td. Any other provision relating to the conversion that may be desired. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The plan of entity conversion<\/span> may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion<\/span>. An amendment made after the submission of the plan to the persons<\/span> who are authorized to approve the plan of entity conversion<\/span> on behalf of the other entity<\/span> shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the interests of the other entity<\/span>, unless the amendment has been approved by the persons<\/span> who are authorized to approve the plan in the manner set forth in § 13.1-1274<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPLAN OF ENTITY CONVERSION (\u00a7 13.1-1273)\n\nA. In the case of a domestic business trust that is a converting entity:\n\n 1. The business trust shall approve a plan of entity conversion setting forth:\n \t\t\t\ta. A statement of the business trust’s intention to convert to a\n domestic limited liability company;\n \t\t\t\tb. The terms and conditions of the conversion, including the manner and\n basis of converting the beneficial interests of the business trust into\n membership interests of the limited liability company, preserving the\n ownership proportion and relative rights, preferences, and limitations of each\n beneficial interest;\n \t\t\t\tc. As an attachment to the plan, the full text of the articles of\n organization of the converting entity as they will be in effect upon\n consummation of the conversion; and\n \t\t\t\td. Any other provision relating to the conversion that may be desired.\n\n 2. The plan of entity conversion may also include a provision that the plan\n may be amended before the effective time and date of the certificate of entity\n conversion. An amendment made after the submission of the plan to the trustees\n shall not alter or change any of the terms or conditions of the plan if the\n change would adversely affect the beneficial interests of the converting\n entity, unless the amendment has been approved by the trustees in the manner\n set in § 13.1-1274.\n\nB. In the case of a domestic partnership or limited partnership that is a\nconverting entity:\n\n 1. The partnership or limited partnership shall approve a plan of entity\n conversion setting forth:\n \t\t\t\ta. A statement of the partnership’s or limited partnership’s\n intention to convert to a domestic business trust;\n \t\t\t\tb. The terms and conditions of the conversion, including the manner and\n basis of converting the partnership interests of the limited partnership or\n partnership into beneficial interests of the business trust, preserving the\n ownership proportion and relative rights, preferences, and limitations of each\n partnership interest;\n \t\t\t\tc. As an attachment to the plan, the full text of the articles of trust of\n the resulting entity as they will be in effect upon consummation of the\n conversion; and\n \t\t\t\td. Any other provision relating to the conversion that may be desired.\n\n 2. The plan of entity conversion may also include a provision that the plan\n may be amended before the effective time and date of the certificate of entity\n conversion. An amendment made after the submission of the plan:\n \t\t\t\ta. To the partners of a partnership shall not alter or change any of the\n terms or conditions of the plan if the change would adversely affect the\n partnership interests of the partnership, unless the amendment has been\n approved by the partners in the manner set forth in § 13.1-1274; and\n \t\t\t\tb. To the partners of a limited partnership shall not alter or change any\n of the terms or conditions of the plan if the change would adversely affect\n the partnership interests of the limited partnership, unless the amendment has\n been approved by the partners in the manner set forth in § 13.1-1274.\n\nC. In the case of an other entity that is a converting entity:\n\n 1. The other entity shall approve a plan of entity conversion setting forth:\n \t\t\t\ta. A statement of the other entity’s intention to convert to a\n domestic business trust;\n \t\t\t\tb. The terms and conditions of the conversion, including the manner and\n basis of converting the interests of the other entity into beneficial\n interests of the business trust, preserving the ownership proportion and\n relative rights, preferences, and limitations of each interest of the other\n entity;\n \t\t\t\tc. As an attachment to the plan, the full text of the articles of trust of\n the resulting entity as they will be in effect upon consummation of the\n conversion; and\n \t\t\t\td. Any other provision relating to the conversion that may be desired.\n\n 2. The plan of entity conversion may also include a provision that the plan\n may be amended before the effective time and date of the certificate of entity\n conversion. An amendment made after the submission of the plan to the persons\n who are authorized to approve the plan of entity conversion on behalf of the\n other entity shall not alter or change any of the terms or conditions of the\n plan if the change would adversely affect the interests of the other entity,\n unless the amendment has been approved by the persons who are authorized to\n approve the plan in the manner set forth in § 13.1-1274.\n\nHISTORY: 2002, c. 621; 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}}