{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-722.12.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-722.12.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-722.12.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-722.12.html"}],"law_id":65609,"edition_id":1,"section_id":65609,"structure_id":15470,"section_number":"13.1-722.12","catch_line":"Articles of conversion; effectiveness","history":"2001, c. 545; 2002, c. 1; 2003, c. 598; 2015, c. 623; 2016, c. 288; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nAfter (i) a plan of conversion of a domestic corporation has been adopted and approved as required by this article or (ii) a domestic or foreign eligible entity that is the converting entity has approved a conversion as required under its organic law, or, if applicable, this article, articles of conversion shall be signed in the name of the converting entity. The articles of conversion shall set forth:1\n\nThe name of the converting entity, its jurisdiction of formation, and entity type;2\n\nThe original name, date of formation, jurisdiction of formation, and entity type of the converted entity and its name, jurisdiction of formation, and entity type upon each subsequent domestication or conversion;3\n\nIf the converting entity is a domestic corporation:\n\t\t\t\ta. The plan of conversion;\n\t\t\t\tb. The date the plan of conversion was approved;\n\t\t\t\tc. A statement that the plan of conversion was approved by the unanimous consent of the shareholders, or a statement that the plan was submitted by the board of directors to the shareholders in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;4\n\nIf the converted entity is a foreign eligible entity:\n\t\t\t\ta. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process in any proceeding based on a cause of action arising during the time it was incorporated in the Commonwealth;\n\t\t\t\tb. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision a; and\n\t\t\t\tc. A commitment by the converting entity to notify the clerk of the Commission in the future of any change in its mailing address after the conversion becomes effective.5\n\nIf the converting entity is a foreign eligible entity and the converted entity is a domestic corporation, a statement that the conversion is permitted by and was approved in accordance with the organic law of the foreign eligible entity; and6\n\nIf the converting entity is a domestic nonstock corporation, limited partnership, partnership, or business trust and the converted entity is a domestic corporation:\n\t\t\t\ta. The plan of conversion;\n\t\t\t\tb. The date the plan of conversion was approved; and\n\t\t\t\tc. A statement that the plan of conversion was approved in accordance with this chapter.B\n\nThe articles of conversion shall be delivered to the Commission for filing. If the Commission finds that the articles of conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of conversion.C\n\nArticles of conversion under this section may be combined with any required conversion filing under the organic law of a domestic eligible entity or a foreign eligible entity that is authorized or registered to transact business in the Commonwealth that is the converting entity or converted entity if the combined filing satisfies the requirements of both this section and the other organic law.","order_by":null,"text":{"0":{"id":238489,"text":"After (i) a plan of conversion of a domestic corporation has been adopted and approved as required by this article or (ii) a domestic or foreign eligible entity that is the converting entity has approved a conversion as required under its organic law, or, if applicable, this article, articles of conversion shall be signed in the name of the converting entity. The articles of conversion shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":238490,"text":"The name of the converting entity, its jurisdiction of formation, and entity type;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":238491,"text":"The original name, date of formation, jurisdiction of formation, and entity type of the converted entity and its name, jurisdiction of formation, and entity type upon each subsequent domestication or conversion;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":238492,"text":"If the converting entity is a domestic corporation:\n\t\t\t\ta. The plan of conversion;\n\t\t\t\tb. The date the plan of conversion was approved;\n\t\t\t\tc. A statement that the plan of conversion was approved by the unanimous consent of the shareholders, or a statement that the plan was submitted by the board of directors to the shareholders in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":238493,"text":"If the converted entity is a foreign eligible entity:\n\t\t\t\ta. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process in any proceeding based on a cause of action arising during the time it was incorporated in the Commonwealth;\n\t\t\t\tb. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision a; and\n\t\t\t\tc. A commitment by the converting entity to notify the clerk of the Commission in the future of any change in its mailing address after the conversion becomes effective.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":238494,"text":"If the converting entity is a foreign eligible entity and the converted entity is a domestic corporation, a statement that the conversion is permitted by and was approved in accordance with the organic law of the foreign eligible entity; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":238495,"text":"If the converting entity is a domestic nonstock corporation, limited partnership, partnership, or business trust and the converted entity is a domestic corporation:\n\t\t\t\ta. The plan of conversion;\n\t\t\t\tb. The date the plan of conversion was approved; and\n\t\t\t\tc. A statement that the plan of conversion was approved in accordance with this chapter.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":238496,"text":"The articles of conversion shall be delivered to the Commission for filing. If the Commission finds that the articles of conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of conversion.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"C"},"8":{"id":238497,"text":"Articles of conversion under this section may be combined with any required conversion filing under the organic law of a domestic eligible entity or a foreign eligible entity that is authorized or registered to transact business in the Commonwealth that is the converting entity or converted entity if the combined filing satisfies the requirements of both this section and the other organic law.","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}],"previous_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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-722.12\/","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 6 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 2015, chapter 623<\/a>; in 2016, chapter 288<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":150443,"object_type":"law","relational_id":65609,"identifier":"13.1-722.12","token":"13.1\/9\/12.2\/13.1-722.12","url":"\/13.1-722.12\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-722.12\/","token":"13.1\/9\/12.2\/13.1-722.12","dublin_core":{"Title":"Articles of conversion; effectiveness","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-722.12","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After (i) a plan of conversion<\/span> of a domestic corporation<\/span> has been adopted and approved as required by this article or (ii) a domestic or foreign eligible entity<\/span> that is the converting entity<\/span> has approved a conversion<\/span> as required under its organic law<\/span>, or, if applicable, this article, articles of conversion<\/span> shall be signed in the name of the converting entity<\/span>. The articles of conversion<\/span> shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

2.<\/span> The original name, date of formation, jurisdiction of formation<\/span>, and entity type of the converted entity<\/span> and its name, jurisdiction of formation<\/span>, and entity type upon each subsequent domestication or conversion<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the converting entity<\/span> is a domestic corporation<\/span>:\n\t\t\t\ta. The plan of conversion<\/span>;\n\t\t\t\tb. The date the plan of conversion<\/span> was approved;\n\t\t\t\tc. A statement that the plan of conversion<\/span> was approved by the unanimous consent of the shareholders<\/span>, or a statement that the plan was submitted by the board of directors to the shareholders<\/span> in accordance with this chapter and was duly approved by the shareholders<\/span> in the manner required by this chapter and by the articles of incorporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the converted entity<\/span> is a foreign eligible entity<\/span>:\n\t\t\t\ta. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission<\/span> as an agent for service of process<\/span> in any proceeding<\/span> based on a cause of action<\/span> arising during the time it was incorporated in the Commonwealth;\n\t\t\t\tb. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision a; and\n\t\t\t\tc. A commitment by the converting entity<\/span> to notify the clerk of the Commission<\/span> in the future of any change in its mailing address after the conversion<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the converting entity<\/span> is a foreign eligible entity<\/span> and the converted entity<\/span> is a domestic corporation<\/span>, a statement that the conversion<\/span> is permitted by and was approved in accordance with the organic law<\/span> of the foreign eligible entity<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the converting entity<\/span> is a domestic nonstock corporation<\/span>, limited partnership, partnership, or business trust and the converted entity<\/span> is a domestic corporation<\/span>:\n\t\t\t\ta. The plan of conversion<\/span>;\n\t\t\t\tb. The date the plan of conversion<\/span> was approved; and\n\t\t\t\tc. A statement that the plan of conversion<\/span> was approved in accordance with this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The articles of conversion<\/span> shall be delivered to the Commission<\/span> for filing. If the Commission<\/span> finds that the articles of conversion<\/span> comply with the requirements of law and that all required fees have been paid, it shall issue<\/span> a certificate of conversion<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Articles of conversion<\/span> under this section may be combined with any required conversion<\/span> filing under the organic law<\/span> of a domestic eligible entity<\/span> or a foreign eligible entity<\/span> that is authorized or registered to transact business in the Commonwealth that is the converting entity<\/span> or converted entity<\/span> if the combined filing satisfies the requirements of both this section and the other organic law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF CONVERSION; EFFECTIVENESS (\u00a7 13.1-722.12)\n\nA. After (i) a plan of conversion of a domestic corporation has been adopted and\napproved as required by this article or (ii) a domestic or foreign eligible\nentity that is the converting entity has approved a conversion as required under\nits organic law, or, if applicable, this article, articles of conversion shall\nbe signed in the name of the converting entity. The articles of conversion shall\nset forth:\n\n 1. The name of the converting entity, its jurisdiction of formation, and\n entity type;\n\n 2. The original name, date of formation, jurisdiction of formation, and entity\n type of the converted entity and its name, jurisdiction of formation, and\n entity type upon each subsequent domestication or conversion;\n\n 3. If the converting entity is a domestic corporation:\n \t\t\t\ta. The plan of conversion;\n \t\t\t\tb. The date the plan of conversion was approved;\n \t\t\t\tc. A statement that the plan of conversion was approved by the unanimous\n consent of the shareholders, or a statement that the plan was submitted by the\n board of directors to the shareholders in accordance with this chapter and was\n duly approved by the shareholders in the manner required by this chapter and\n by the articles of incorporation;\n\n 4. If the converted entity is a foreign eligible entity:\n \t\t\t\ta. A statement that the corporation revokes the authority of its\n registered agent to accept service on its behalf and appoints the clerk of the\n Commission as an agent for service of process in any proceeding based on a\n cause of action arising during the time it was incorporated in the\n Commonwealth;\n \t\t\t\tb. A mailing address to which the clerk may mail a copy of any process\n served on the clerk under subdivision a; and\n \t\t\t\tc. A commitment by the converting entity to notify the clerk of the\n Commission in the future of any change in its mailing address after the\n conversion becomes effective.\n\n 5. If the converting entity is a foreign eligible entity and the converted\n entity is a domestic corporation, a statement that the conversion is permitted\n by and was approved in accordance with the organic law of the foreign eligible\n entity; and\n\n 6. If the converting entity is a domestic nonstock corporation, limited\n partnership, partnership, or business trust and the converted entity is a\n domestic corporation:\n \t\t\t\ta. The plan of conversion;\n \t\t\t\tb. The date the plan of conversion was approved; and\n \t\t\t\tc. A statement that the plan of conversion was approved in accordance with\n this chapter.\n\nB. The articles of conversion shall be delivered to the Commission for filing.\nIf the Commission finds that the articles of conversion comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of conversion.\n\nC. Articles of conversion under this section may be combined with any required\nconversion filing under the organic law of a domestic eligible entity or a\nforeign eligible entity that is authorized or registered to transact business in\nthe Commonwealth that is the converting entity or converted entity if the\ncombined filing satisfies the requirements of both this section and the other\norganic law.\n\nHISTORY: 2001, c. 545; 2002, c. 1; 2003, c. 598; 2015, c. 623; 2016, c. 288;\n2019, c. 734; 2020, 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}}