{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1276.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1276.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1276.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1276.html"}],"law_id":80893,"edition_id":1,"section_id":80893,"structure_id":14540,"section_number":"13.1-1276","catch_line":"Effect of entity conversion","history":"2002, c. 621; 2005, c. 765; 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 limited liability company: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 beneficial interests of the converting entity are reclassified into membership interests of the resulting entity in accordance with the plan of entity conversion; and the holders of the beneficial interests 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 incorporated, organized, or formed;4\n\nThe converting entity shall cease to be a business trust when the certificate of entity conversion becomes effective; and5\n\nAny trustee 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 trust attached to the articles of entity conversion constitute the articles of trust of the resulting entity;2\n\nThe partnership interests of the converting entity are reclassified into beneficial interests of the resulting entity 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 business trust for all purposes;\n\t\t\t\tb. Be the same business trust 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.D\n\nWhen the converting entity is an other entity:1\n\nThe articles of trust attached to the articles of entity conversion constitute the articles of trust of the resulting entity;2\n\nThe shares or interests of the converting entity are reclassified into beneficial interests of the resulting entity in accordance with the plan of entity conversion; and the persons having an interest in the converting entity are entitled only to the rights provided in the plan of entity conversion;3\n\nThe surviving entity is deemed to:\n\t\t\t\ta. Be a business trust for all purposes;\n\t\t\t\tb. Be the same business trust without interruption as the converting entity that existed before the conversion; and\n\t\t\t\tc. Have been formed on the date that the converting entity was originally incorporated, organized, or formed; and4\n\nThe converting entity shall cease to be an other entity when the certificate of entity conversion becomes effective.","order_by":null,"text":{"0":{"id":289965,"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":289966,"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":289967,"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":289968,"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":289969,"text":"When the resulting entity is a domestic limited liability company:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"B1"},"5":{"id":289970,"text":"The articles of organization attached to the articles of entity conversion constitute the articles of organization 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":289971,"text":"The beneficial interests of the converting entity are reclassified into membership interests of the resulting entity in accordance with the plan of entity conversion; and the holders of the beneficial interests 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":289972,"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 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":289973,"text":"The converting entity shall cease to be a business trust 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":289974,"text":"Any trustee 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":289975,"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":289976,"text":"The articles of trust attached to the articles of entity conversion constitute the articles of trust 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":289977,"text":"The partnership interests of the converting entity are reclassified into beneficial interests of the resulting entity 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":289978,"text":"The resulting entity is deemed to:\n\t\t\t\ta. Be a domestic business trust for all purposes;\n\t\t\t\tb. Be the same business trust 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":289979,"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":289980,"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":289981,"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":289982,"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":289983,"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","next_prefix":"D"},"19":{"id":289984,"text":"When the converting entity is an other entity:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C8","next_prefix":"D1"},"20":{"id":289985,"text":"The articles of trust attached to the articles of entity conversion constitute the articles of trust of the resulting entity;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"21":{"id":289986,"text":"The shares or interests of the converting entity are reclassified into beneficial interests of the resulting entity in accordance with the plan of entity conversion; and the persons having an interest in the converting entity are entitled only to the rights provided in the plan of entity conversion;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"22":{"id":289987,"text":"The surviving entity is deemed to:\n\t\t\t\ta. Be a business trust for all purposes;\n\t\t\t\tb. Be the same business trust without interruption as the converting entity that existed before the conversion; and\n\t\t\t\tc. Have been formed on the date that the converting entity was originally incorporated, organized, or formed; and","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"23":{"id":289988,"text":"The converting entity shall cease to be an other entity when the certificate of entity conversion becomes effective.","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1276\/","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 2 times. 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. Those modifications are as follows: in 2005, chapter 765<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":149261,"object_type":"law","relational_id":80893,"identifier":"13.1-1276","token":"13.1\/14\/12\/13.1-1276","url":"\/13.1-1276\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1276\/","token":"13.1\/14\/12\/13.1-1276","dublin_core":{"Title":"Effect of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1276","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 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 limited liability company: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

2.<\/span> The beneficial interests of the converting entity<\/span> are reclassified into membership interests of the resulting entity<\/span> in accordance with the plan of entity conversion<\/span>; and the holders of the beneficial interests 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 for all purposes;\n\t\t\t\tb. Be the same limited liability company 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 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 business trust<\/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 trustee<\/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<\/span> or a limited partnership<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

2.<\/span> The partnership<\/span> interests of the converting entity<\/span> are reclassified into beneficial interests of the resulting entity<\/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 business trust<\/span> for all purposes;\n\t\t\t\tb. Be the same business trust 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<\/span> or limited partnership<\/span> 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<\/span>, a statement of partnership<\/span> authority filed by the partnership<\/span> 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<\/span>, 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>\n\t\t\t\t\t\t

D.<\/span> When the converting entity<\/span> is an other entity<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

2.<\/span> The shares or interests of the converting entity<\/span> are reclassified into beneficial interests of the resulting entity<\/span> in accordance with the plan of entity conversion<\/span>; and the persons<\/span> having an interest in 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 surviving entity<\/span> is deemed to:\n\t\t\t\ta. Be a business trust for all purposes;\n\t\t\t\tb. Be the same business trust without interruption as the converting entity<\/span> that existed before the conversion; and\n\t\t\t\tc. Have been formed on the date that the converting entity<\/span> was originally incorporated, organized, or formed; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The converting entity<\/span> shall cease to be an other entity<\/span> when the certificate of entity conversion<\/span> becomes effective. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF ENTITY CONVERSION (\u00a7 13.1-1276)\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 limited liability company:\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 beneficial interests of the converting entity are reclassified into\n membership interests of the resulting entity in accordance with the plan of\n entity conversion; and the holders of the beneficial interests of the\n converting entity are entitled only to the rights provided in the plan of\n 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 incorporated, organized, or formed;\n\n 4. The converting entity shall cease to be a business trust when the\n certificate of entity conversion becomes effective; and\n\n 5. Any trustee 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 trust attached to the articles of entity conversion\n constitute the articles of trust of the resulting entity;\n\n 2. The partnership interests of the converting entity are reclassified into\n beneficial interests of the resulting entity in accordance with the plan of\n entity conversion; and the partners 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 business trust for all purposes;\n \t\t\t\tb. Be the same business trust without interruption as the converting\n 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\nD. When the converting entity is an other entity:\n\n 1. The articles of trust attached to the articles of entity conversion\n constitute the articles of trust of the resulting entity;\n\n 2. The shares or interests of the converting entity are reclassified into\n beneficial interests of the resulting entity in accordance with the plan of\n entity conversion; and the persons having an interest in the converting entity\n are entitled only to the rights provided in the plan of entity conversion;\n\n 3. The surviving entity is deemed to:\n \t\t\t\ta. Be a business trust for all purposes;\n \t\t\t\tb. Be the same business trust without interruption as the converting\n entity that existed before the conversion; and\n \t\t\t\tc. Have been formed on the date that the converting entity was originally\n incorporated, organized, or formed; and\n\n 4. The converting entity shall cease to be an other entity when the\n certificate of entity conversion becomes effective.\n\nHISTORY: 2002, c. 621; 2005, c. 765; 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}}