{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-722.10.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-722.10.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-722.10.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-722.10.html"}],"law_id":80556,"edition_id":1,"section_id":80556,"structure_id":15470,"section_number":"13.1-722.10","catch_line":"Plan of conversion","history":"2001, c. 545; 2002, c. 1; 2003, c. 598; 2016, c. 288; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nA domestic corporation may convert to a domestic or foreign eligible entity, or a domestic eligible entity may convert to a domestic corporation, under this article by approving a plan of conversion. The plan of conversion shall include:1\n\nThe name of the converting corporation;2\n\nThe name, jurisdiction of formation, and type of entity of the converted entity;3\n\nThe manner and basis of converting the shares and any rights to acquire shares of the domestic corporation into eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing;4\n\nIf the converted entity will be a domestic corporation, (i) the proposed articles of incorporation of the converted entity that satisfy the requirements of § 13.1-619 and (ii) the proposed bylaws of the converted entity, which shall not be included with the articles of conversion delivered to the Commission for filing;5\n\nIf the converted entity will be a domestic eligible entity and a filing entity, the full text, as it will be in effect immediately after the conversion becomes effective, of the organic rules of the converted entity, including the public organic record that satisfies the requirements of § 13.1-819, 13.1-1101, 13.1-1212, or 50-73.111, as the case may be, provided that the private organic rules shall not be included with the articles of conversion delivered to the Commission for filing;6\n\nIf the converted entity will be a foreign corporation or eligible entity, the plan of conversion may include the organic rules of the converted entity, provided that the organic rules shall not be included with the articles of conversion delivered to the Commission for filing; and7\n\nThe other terms and conditions of the conversion.B\n\nIn addition to the requirements of subsection A, a plan of conversion may contain any other provision not prohibited by law.C\n\nThe terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604.","order_by":null,"text":{"0":{"id":288616,"text":"A domestic corporation may convert to a domestic or foreign eligible entity, or a domestic eligible entity may convert to a domestic corporation, under this article by approving a plan of conversion. The plan of conversion shall include:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":288617,"text":"The name of the converting corporation;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":288618,"text":"The name, jurisdiction of formation, and type of entity of the converted entity;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":288619,"text":"The manner and basis of converting the shares and any rights to acquire shares of the domestic corporation into eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":288620,"text":"If the converted entity will be a domestic corporation, (i) the proposed articles of incorporation of the converted entity that satisfy the requirements of § 13.1-619 and (ii) the proposed bylaws of the converted entity, which shall not be included with the articles of conversion delivered to the Commission for filing;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":288621,"text":"If the converted entity will be a domestic eligible entity and a filing entity, the full text, as it will be in effect immediately after the conversion becomes effective, of the organic rules of the converted entity, including the public organic record that satisfies the requirements of § 13.1-819, 13.1-1101, 13.1-1212, or 50-73.111, as the case may be, provided that the private organic rules shall not be included with the articles of conversion delivered to the Commission for filing;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":288622,"text":"If the converted entity will be a foreign corporation or eligible entity, the plan of conversion may include the organic rules of the converted entity, provided that the organic rules shall not be included with the articles of conversion delivered to the Commission for filing; and","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":288623,"text":"The other terms and conditions of the conversion.","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"B"},"8":{"id":288624,"text":"In addition to the requirements of subsection A, a plan of conversion may contain any other provision not prohibited by law.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A7","next_prefix":"C"},"9":{"id":288625,"text":"The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"ancestry":[{"id":15470,"edition_id":1,"name":"Conversion","identifier":"12.2","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:55:17","date_modified":"2026-06-26 03:55:17","permalink":{"id":150433,"object_type":"structure","relational_id":15470,"identifier":"12.2","token":"13.1\/9\/12.2","url":"\/13.1\/9\/12.2\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","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":80556,"structure_id":15470,"section_number":"13.1-722.10","catch_line":"Plan of conversion","url":"\/13.1-722.10\/","token":"13.1\/9\/12.2\/13.1-722.10","metadata":false},{"id":65437,"structure_id":15470,"section_number":"13.1-722.11","catch_line":"Action on plan of conversion","url":"\/13.1-722.11\/","token":"13.1\/9\/12.2\/13.1-722.11","metadata":false},{"id":65609,"structure_id":15470,"section_number":"13.1-722.12","catch_line":"Articles of conversion; effectiveness","url":"\/13.1-722.12\/","token":"13.1\/9\/12.2\/13.1-722.12","metadata":false},{"id":58933,"structure_id":15470,"section_number":"13.1-722.12:1","catch_line":"Amendment of plan of conversion; abandonment","url":"\/13.1-722.12_1\/","token":"13.1\/9\/12.2\/13.1-722.12_1","metadata":false},{"id":78756,"structure_id":15470,"section_number":"13.1-722.13","catch_line":"Effect of conversion","url":"\/13.1-722.13\/","token":"13.1\/9\/12.2\/13.1-722.13","metadata":false},{"id":68085,"structure_id":15470,"section_number":"13.1-722.14","catch_line":"Repealed","url":"\/13.1-722.14\/","token":"13.1\/9\/12.2\/13.1-722.14","metadata":false},{"id":86100,"structure_id":15470,"section_number":"13.1-722.8","catch_line":"Definitions","url":"\/13.1-722.8\/","token":"13.1\/9\/12.2\/13.1-722.8","metadata":false},{"id":60436,"structure_id":15470,"section_number":"13.1-722.9","catch_line":"Conversion","url":"\/13.1-722.9\/","token":"13.1\/9\/12.2\/13.1-722.9","metadata":false}],"next_section":{"id":65437,"structure_id":15470,"section_number":"13.1-722.11","catch_line":"Action on plan of conversion","url":"\/13.1-722.11\/","token":"13.1\/9\/12.2\/13.1-722.11","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-722.10\/","history_text":"

This law was first created in 2001. The record of its establishment is cataloged in chapter 545<\/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 5 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 2002, chapter 1<\/a>; in 2003, chapter 598<\/a>; in 2016, chapter 288<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":[{"id":67914,"section_number":"13.1-1101","catch_line":"Legislative purpose","order_by":null,"url":"\/13.1-1101\/"},{"id":76794,"section_number":"13.1-1212","catch_line":"Articles of trust","order_by":null,"url":"\/13.1-1212\/"},{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"},{"id":66733,"section_number":"13.1-619","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-619\/"},{"id":72443,"section_number":"13.1-819","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-819\/"},{"id":75780,"section_number":"50-73.111","catch_line":"Effect of partner's dissociation","order_by":null,"url":"\/50-73.111\/"}],"permalink":{"id":150435,"object_type":"law","relational_id":80556,"identifier":"13.1-722.10","token":"13.1\/9\/12.2\/13.1-722.10","url":"\/13.1-722.10\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-722.10\/","token":"13.1\/9\/12.2\/13.1-722.10","dublin_core":{"Title":"Plan of conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-722.10","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A domestic corporation<\/span> may convert to a domestic or foreign eligible entity<\/span>, or a domestic eligible entity<\/span> may convert to a domestic corporation<\/span>, under this article by approving a plan of conversion<\/span>. The plan of conversion<\/span> shall include: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the converting corporation; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name, jurisdiction of formation<\/span>, and type of entity of the converted entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The manner and basis of converting the shares<\/span> and any rights to acquire shares<\/span> of the domestic corporation<\/span> into eligible interests<\/span> or other securities, obligations, rights to acquire eligible interests<\/span> or other securities, cash, other property, or any combination of the foregoing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the converted entity<\/span> will be a domestic corporation<\/span>, (i) the proposed articles of incorporation<\/span> of the converted entity<\/span> that satisfy the requirements of § 13.1-619<\/a> and (ii) the proposed bylaws of the converted entity<\/span>, which shall not be included with the articles of conversion<\/span> delivered to the Commission<\/span> for filing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the converted entity<\/span> will be a domestic eligible entity<\/span> and a filing entity<\/span>, the full text, as it will be in effect immediately after the conversion<\/span> becomes effective, of the organic rules of the converted entity<\/span>, including the public organic record<\/span> that satisfies the requirements of § 13.1-819<\/a>, 13.1-1101<\/a>, 13.1-1212<\/a>, or 50-73.111<\/a>, as the case may be, provided that the private organic rules<\/span> shall not be included with the articles of conversion<\/span> delivered to the Commission<\/span> for filing; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the converted entity<\/span> will be a foreign corporation<\/span> or eligible entity<\/span>, the plan of conversion<\/span> may include the organic rules of the converted entity<\/span>, provided that the organic rules shall not be included with the articles of conversion<\/span> delivered to the Commission<\/span> for filing; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> The other terms and conditions of the conversion<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In addition to the requirements of subsection A, a plan of conversion<\/span> may contain any other provision not prohibited by law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The terms of a plan of conversion<\/span> may be made dependent upon facts<\/span> objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPLAN OF CONVERSION (\u00a7 13.1-722.10)\n\nA. A domestic corporation may convert to a domestic or foreign eligible entity,\nor a domestic eligible entity may convert to a domestic corporation, under this\narticle by approving a plan of conversion. The plan of conversion shall include:\n\n 1. The name of the converting corporation;\n\n 2. The name, jurisdiction of formation, and type of entity of the converted\n entity;\n\n 3. The manner and basis of converting the shares and any rights to acquire\n shares of the domestic corporation into eligible interests or other\n securities, obligations, rights to acquire eligible interests or other\n securities, cash, other property, or any combination of the foregoing;\n\n 4. If the converted entity will be a domestic corporation, (i) the proposed\n articles of incorporation of the converted entity that satisfy the\n requirements of § 13.1-619 and (ii) the proposed bylaws of the converted\n entity, which shall not be included with the articles of conversion delivered\n to the Commission for filing;\n\n 5. If the converted entity will be a domestic eligible entity and a filing\n entity, the full text, as it will be in effect immediately after the\n conversion becomes effective, of the organic rules of the converted entity,\n including the public organic record that satisfies the requirements of §\n 13.1-819, 13.1-1101, 13.1-1212, or 50-73.111, as the case may be, provided\n that the private organic rules shall not be included with the articles of\n conversion delivered to the Commission for filing;\n\n 6. If the converted entity will be a foreign corporation or eligible entity,\n the plan of conversion may include the organic rules of the converted entity,\n provided that the organic rules shall not be included with the articles of\n conversion delivered to the Commission for filing; and\n\n 7. The other terms and conditions of the conversion.\n\nB. In addition to the requirements of subsection A, a plan of conversion may\ncontain any other provision not prohibited by law.\n\nC. The terms of a plan of conversion may be made dependent upon facts\nobjectively ascertainable outside the plan in accordance with subsection L of\n§ 13.1-604.\n\nHISTORY: 2001, c. 545; 2002, c. 1; 2003, c. 598; 2016, c. 288; 2019, c. 734;\n2020, c. 1226.","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}}