{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-722.13.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-722.13.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-722.13.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-722.13.html"}],"law_id":78756,"edition_id":1,"section_id":78756,"structure_id":15470,"section_number":"13.1-722.13","catch_line":"Effect of conversion","history":"2001, c. 545; 2002, c. 1; 2005, c. 765; 2015, c. 623; 2016, c. 288; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nWhen a conversion becomes effective:1\n\nAll property owned by, and every contract right possessed by, the converting entity remains the property and contract rights of the converted entity without reversion or impairment;2\n\nAll debts, obligations, and other liabilities of the converting entity remain the debts, obligations, and other liabilities of the converted entity;3\n\nThe name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding;4\n\nIf the converted entity is a filing entity or a domestic corporation or a domestic or foreign nonstock corporation, its public organic record and its private organic rules become effective;5\n\nIf the converted entity is not a filing entity, its private organic rules become effective;6\n\nIf the converted entity is a registered limited liability partnership, the filing required to become a registered limited liability partnership and its private organic rules become effective;7\n\nThe shares or eligible interests of the converting entity are reclassified into shares, eligible interests, or other securities, obligations, rights to acquire shares, eligible interests or other securities, cash, or other property in accordance with the terms of the conversion, and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the organic law of the converting entity;8\n\nThe converted entity is:\n\t\t\t\ta. Incorporated or organized under and subject to the organic law of the converted entity;\n\t\t\t\tb. The same entity without interruption as the converting entity; and\n\t\t\t\tc. Deemed to have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.B\n\nWhen a conversion of a domestic corporation to a foreign eligible entity becomes effective, the converted entity is deemed to:1\n\nAppoint the clerk of the Commission as an agent for service of process in any proceeding to (i) enforce the rights of shareholders who exercise appraisal rights in connection with the conversion or (ii) based on a cause of action against a nonsurviving domestic corporation arising during the time it was in existence under the laws of the Commonwealth, which service of process shall be made on the clerk in accordance with § 12.1-19.1; and2\n\nAgree that it will promptly pay the amount, if any, to which such shareholders are entitled under Article 15 (§ 13.1-729 et seq.).C\n\nIf the converting entity is a foreign eligible entity that is authorized or registered to transact business in the Commonwealth, its certificate of authority or registration shall be deemed withdrawn on the effective date of its conversion.D\n\nExcept as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of a foreign corporation or a domestic or a foreign eligible entity, a shareholder or eligible interest holder who becomes subject to interest holder liability in respect of a domestic corporation or eligible entity as a result of the conversion shall have such interest holder liability only in respect of interest holder liabilities that arise after the conversion becomes effective.E\n\nExcept as otherwise provided in the organic law or the organic rules of the eligible entity, the interest holder liability of an interest holder in a converting eligible entity that converts to a domestic corporation who had interest holder liability in respect of such converting eligible entity before the conversion becomes effective shall be as follows:1\n\nThe conversion does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the conversion became effective.2\n\nThe provisions of the organic law of the eligible entity shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision 1, as if the conversion had not occurred.3\n\nThe eligible interest holder shall have such rights of contribution from other persons as are provided by the organic law of the eligible entity with respect to any interest holder liabilities preserved by subdivision 1, as if the conversion had not occurred.4\n\nThe eligible interest holder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the conversion becomes effective.F\n\nA conversion does not require the converting entity to wind up its affairs and does not constitute or cause the dissolution, termination, or cancellation of the entity.G\n\nProperty held for charitable purposes under the laws of the Commonwealth by a corporation or a domestic or foreign eligible entity immediately before a conversion shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred except and to the extent permitted by or pursuant to the laws of the Commonwealth addressing cy pres or dealing with nondiversion of charitable assets.H\n\nA bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to the converting entity and which takes effect or remains payable after the conversion inures to the converted entity.I\n\nA trust obligation that would govern property if transferred to the converting entity applies to property that is transferred to the converted entity after the conversion takes effect.","order_by":null,"text":{"0":{"id":282159,"text":"When a conversion becomes effective:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":282160,"text":"All property owned by, and every contract right possessed by, the converting entity remains the property and contract rights of the converted 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":282161,"text":"All debts, obligations, and other liabilities of the converting entity remain the debts, obligations, and other liabilities 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":282162,"text":"The name of the converted entity may, but need not, be substituted for the name of the converting entity in any pending action or proceeding;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":282163,"text":"If the converted entity is a filing entity or a domestic corporation or a domestic or foreign nonstock corporation, its public organic record and its private organic rules become effective;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":282164,"text":"If the converted entity is not a filing entity, its private organic rules become effective;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":282165,"text":"If the converted entity is a registered limited liability partnership, the filing required to become a registered limited liability partnership and its private organic rules become effective;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":282166,"text":"The shares or eligible interests of the converting entity are reclassified into shares, eligible interests, or other securities, obligations, rights to acquire shares, eligible interests or other securities, cash, or other property in accordance with the terms of the conversion, and the shareholders or interest holders of the converting entity are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the organic law of the converting entity;","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":282167,"text":"The converted entity is:\n\t\t\t\ta. Incorporated or organized under and subject to the organic law of the converted entity;\n\t\t\t\tb. The same entity without interruption as the converting entity; and\n\t\t\t\tc. Deemed to have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized.","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"B"},"9":{"id":282168,"text":"When a conversion of a domestic corporation to a foreign eligible entity becomes effective, the converted entity is deemed to:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A8","next_prefix":"B1"},"10":{"id":282169,"text":"Appoint the clerk of the Commission as an agent for service of process in any proceeding to (i) enforce the rights of shareholders who exercise appraisal rights in connection with the conversion or (ii) based on a cause of action against a nonsurviving domestic corporation arising during the time it was in existence under the laws of the Commonwealth, which service of process shall be made on the clerk in accordance with § 12.1-19.1; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"11":{"id":282170,"text":"Agree that it will promptly pay the amount, if any, to which such shareholders are entitled under Article 15 (§ 13.1-729 et seq.).","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"12":{"id":282171,"text":"If the converting entity is a foreign eligible entity that is authorized or registered to transact business in the Commonwealth, its certificate of authority or registration shall be deemed withdrawn on the effective date of its conversion.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"D"},"13":{"id":282172,"text":"Except as otherwise provided in the articles of incorporation of a domestic corporation or the organic law or organic rules of a foreign corporation or a domestic or a foreign eligible entity, a shareholder or eligible interest holder who becomes subject to interest holder liability in respect of a domestic corporation or eligible entity as a result of the conversion shall have such interest holder liability only in respect of interest holder liabilities that arise after the conversion becomes effective.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"14":{"id":282173,"text":"Except as otherwise provided in the organic law or the organic rules of the eligible entity, the interest holder liability of an interest holder in a converting eligible entity that converts to a domestic corporation who had interest holder liability in respect of such converting eligible entity before the conversion becomes effective shall be as follows:","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"E1"},"15":{"id":282174,"text":"The conversion does not discharge that prior interest holder liability with respect to any interest holder liabilities that arose before the conversion became effective.","type":"section","prefixes":["E","1"],"prefix":"1","entire_prefix":"E1","prefix_anchor":"E1","level":2,"prior_prefix":"E","next_prefix":"E2"},"16":{"id":282175,"text":"The provisions of the organic law of the eligible entity shall continue to apply to the collection or discharge of any interest holder liabilities preserved by subdivision 1, as if the conversion had not occurred.","type":"section","prefixes":["E","2"],"prefix":"2","entire_prefix":"E2","prefix_anchor":"E2","level":2,"prior_prefix":"E1","next_prefix":"E3"},"17":{"id":282176,"text":"The eligible interest holder shall have such rights of contribution from other persons as are provided by the organic law of the eligible entity with respect to any interest holder liabilities preserved by subdivision 1, as if the conversion had not occurred.","type":"section","prefixes":["E","3"],"prefix":"3","entire_prefix":"E3","prefix_anchor":"E3","level":2,"prior_prefix":"E2","next_prefix":"E4"},"18":{"id":282177,"text":"The eligible interest holder shall not, by reason of such prior interest holder liability, have interest holder liability with respect to any interest holder liabilities that arise after the conversion becomes effective.","type":"section","prefixes":["E","4"],"prefix":"4","entire_prefix":"E4","prefix_anchor":"E4","level":2,"prior_prefix":"E3","next_prefix":"F"},"19":{"id":282178,"text":"A conversion does not require the converting entity to wind up its affairs and does not constitute or cause the dissolution, termination, or cancellation of the entity.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E4","next_prefix":"G"},"20":{"id":282179,"text":"Property held for charitable purposes under the laws of the Commonwealth by a corporation or a domestic or foreign eligible entity immediately before a conversion shall not, as a result of the transaction, be diverted from the objects for which it was donated, granted, devised, or otherwise transferred except and to the extent permitted by or pursuant to the laws of the Commonwealth addressing cy pres or dealing with nondiversion of charitable assets.","type":"section","prefixes":["G"],"prefix":"G","entire_prefix":"G","prefix_anchor":"G","level":1,"prior_prefix":"F","next_prefix":"H"},"21":{"id":282180,"text":"A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to the converting entity and which takes effect or remains payable after the conversion inures to the converted entity.","type":"section","prefixes":["H"],"prefix":"H","entire_prefix":"H","prefix_anchor":"H","level":1,"prior_prefix":"G","next_prefix":"I"},"22":{"id":282181,"text":"A trust obligation that would govern property if transferred to the converting entity applies to property that is transferred to the converted entity after the conversion takes effect.","type":"section","prefixes":["I"],"prefix":"I","entire_prefix":"I","prefix_anchor":"I","level":1,"prior_prefix":"H"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-722.13\/","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 2005, chapter 765<\/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":[{"id":71702,"section_number":"12.1-19.1","catch_line":"Service of process on the Clerk of the State Corporation Commission as statutory agent","order_by":null,"url":"\/12.1-19.1\/"},{"id":77282,"section_number":"13.1-729","catch_line":"Definitions","order_by":null,"url":"\/13.1-729\/"}],"permalink":{"id":150451,"object_type":"law","relational_id":78756,"identifier":"13.1-722.13","token":"13.1\/9\/12.2\/13.1-722.13","url":"\/13.1-722.13\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-722.13\/","token":"13.1\/9\/12.2\/13.1-722.13","dublin_core":{"Title":"Effect of conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-722.13","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When a conversion<\/span> becomes effective: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> All property owned by, and every contract<\/span> right possessed by, the converting entity<\/span> remains the property and contract<\/span> rights of the converted entity<\/span> without reversion or impairment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> All debts, obligations, and other liabilities of the converting entity<\/span> remain the debts, obligations, and other liabilities of the converted entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The name of the converted entity<\/span> may, but need not, be substituted for the name of the converting entity<\/span> in any pending action or proceeding<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the converted entity<\/span> is a filing entity<\/span> or a domestic corporation<\/span> or a domestic or foreign nonstock corporation<\/span>, its public organic record<\/span> and its private organic rules<\/span> become effective; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the converted entity<\/span> is not a filing entity<\/span>, its private organic rules<\/span> become effective; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> If the converted entity<\/span> is a registered limited liability partnership<\/span>, the filing required to become a registered limited liability partnership<\/span> and its private organic rules<\/span> become effective; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> The shares<\/span> or eligible interests<\/span> of the converting entity<\/span> are reclassified into shares<\/span>, eligible interests<\/span>, or other securities, obligations, rights to acquire shares<\/span>, eligible interests<\/span> or other securities, cash, or other property in accordance with the terms of the conversion<\/span>, and the shareholders<\/span> or interest holders<\/span> of the converting entity<\/span> are entitled only to the rights provided to them by those terms and to any appraisal rights they may have under the organic law<\/span> of the converting entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> The converted entity<\/span> is:\n\t\t\t\ta. Incorporated or organized under and subject to the organic law<\/span> of the converted entity<\/span>;\n\t\t\t\tb. The same entity without interruption as the converting entity<\/span>; and\n\t\t\t\tc. Deemed to have been incorporated or otherwise organized on the date that the converting entity<\/span> was originally incorporated or organized. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> When a conversion<\/span> of a domestic corporation<\/span> to a foreign eligible entity<\/span> becomes effective, the converted entity<\/span> is deemed to: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Appoint the clerk of the Commission<\/span> as an agent for service of process<\/span> in any proceeding<\/span> to (i) enforce the rights of shareholders<\/span> who exercise appraisal rights in connection with the conversion<\/span> or (ii) based on a cause of action<\/span> against a nonsurviving domestic corporation<\/span> arising during the time it was in existence under the laws<\/span> of the Commonwealth, which service of process<\/span> shall be made on the clerk in accordance with § 12.1-19.1<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Agree that it will promptly pay the amount, if any, to which such shareholders<\/span> are entitled under Article 15 (§ 13.1-729<\/a> et seq.). <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If the converting entity<\/span> is a foreign eligible entity<\/span> that is authorized or registered to transact business in the Commonwealth, its certificate of authority or registration shall be deemed withdrawn on the effective date of its conversion<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Except as otherwise provided in the articles of incorporation<\/span> of a domestic corporation<\/span> or the organic law<\/span> or organic rules of a foreign corporation<\/span> or a domestic or a foreign eligible entity<\/span>, a shareholder<\/span> or eligible interest holder<\/span> who becomes subject to interest holder<\/span> liability in respect of a domestic corporation<\/span> or eligible entity<\/span> as a result of the conversion<\/span> shall have such interest holder<\/span> liability only in respect of interest holder<\/span> liabilities that arise after the conversion<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Except as otherwise provided in the organic law<\/span> or the organic rules of the eligible entity<\/span>, the interest holder<\/span> liability of an interest holder<\/span> in a converting eligible entity<\/span> that converts to a domestic corporation<\/span> who had interest holder<\/span> liability in respect of such converting eligible entity<\/span> before the conversion<\/span> becomes effective shall be as follows: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The conversion<\/span> does not discharge that prior interest holder<\/span> liability with respect to any interest holder<\/span> liabilities that arose before the conversion<\/span> became effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The provisions of the organic law<\/span> of the eligible entity<\/span> shall continue to apply to the collection or discharge of any interest holder<\/span> liabilities preserved by subdivision 1, as if the conversion<\/span> had not occurred. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The eligible interest holder<\/span> shall have such rights of contribution from other persons<\/span> as are provided by the organic law<\/span> of the eligible entity<\/span> with respect to any interest holder<\/span> liabilities preserved by subdivision 1, as if the conversion<\/span> had not occurred. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The eligible interest holder<\/span> shall not, by reason of such prior interest holder<\/span> liability, have interest holder<\/span> liability with respect to any interest holder<\/span> liabilities that arise after the conversion<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

F.<\/span> A conversion<\/span> does not require the converting entity<\/span> to wind up its affairs and does not constitute or cause the dissolution, termination, or cancellation of the entity. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

G.<\/span> Property held for charitable purposes under the laws<\/span> of the Commonwealth by a corporation or a domestic or foreign eligible entity<\/span> immediately before a conversion<\/span> shall not, as a result of the transaction, be diverted from the objects<\/span> for which it was donated, granted, devised, or otherwise transferred except and to the extent permitted by or pursuant to the laws<\/span> of the Commonwealth addressing cy pres or dealing with nondiversion of charitable assets<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

H.<\/span> A bequest, devise, gift, grant, or promise contained in a will or other instrument of donation, subscription, or conveyance which is made to the converting entity<\/span> and which takes effect or remains payable after the conversion<\/span> inures to the converted entity<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

I.<\/span> A trust obligation that would govern property if transferred to the converting entity<\/span> applies to property that is transferred to the converted entity<\/span> after the conversion<\/span> takes effect. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF CONVERSION (\u00a7 13.1-722.13)\n\nA. When a conversion becomes effective:\n\n 1. All property owned by, and every contract right possessed by, the\n converting entity remains the property and contract rights of the converted\n entity without reversion or impairment;\n\n 2. All debts, obligations, and other liabilities of the converting entity\n remain the debts, obligations, and other liabilities of the converted entity;\n\n 3. The name of the converted entity may, but need not, be substituted for the\n name of the converting entity in any pending action or proceeding;\n\n 4. If the converted entity is a filing entity or a domestic corporation or a\n domestic or foreign nonstock corporation, its public organic record and its\n private organic rules become effective;\n\n 5. If the converted entity is not a filing entity, its private organic rules\n become effective;\n\n 6. If the converted entity is a registered limited liability partnership, the\n filing required to become a registered limited liability partnership and its\n private organic rules become effective;\n\n 7. The shares or eligible interests of the converting entity are reclassified\n into shares, eligible interests, or other securities, obligations, rights to\n acquire shares, eligible interests or other securities, cash, or other\n property in accordance with the terms of the conversion, and the shareholders\n or interest holders of the converting entity are entitled only to the rights\n provided to them by those terms and to any appraisal rights they may have\n under the organic law of the converting entity;\n\n 8. The converted entity is:\n \t\t\t\ta. Incorporated or organized under and subject to the organic law of the\n converted entity;\n \t\t\t\tb. The same entity without interruption as the converting entity; and\n \t\t\t\tc. Deemed to have been incorporated or otherwise organized on the date\n that the converting entity was originally incorporated or organized.\n\nB. When a conversion of a domestic corporation to a foreign eligible entity\nbecomes effective, the converted entity is deemed to:\n\n 1. Appoint the clerk of the Commission as an agent for service of process in\n any proceeding to (i) enforce the rights of shareholders who exercise\n appraisal rights in connection with the conversion or (ii) based on a cause of\n action against a nonsurviving domestic corporation arising during the time it\n was in existence under the laws of the Commonwealth, which service of process\n shall be made on the clerk in accordance with § 12.1-19.1; and\n\n 2. Agree that it will promptly pay the amount, if any, to which such\n shareholders are entitled under Article 15 (§ 13.1-729 et seq.).\n\nC. If the converting entity is a foreign eligible entity that is authorized or\nregistered to transact business in the Commonwealth, its certificate of\nauthority or registration shall be deemed withdrawn on the effective date of its\nconversion.\n\nD. Except as otherwise provided in the articles of incorporation of a domestic\ncorporation or the organic law or organic rules of a foreign corporation or a\ndomestic or a foreign eligible entity, a shareholder or eligible interest holder\nwho becomes subject to interest holder liability in respect of a domestic\ncorporation or eligible entity as a result of the conversion shall have such\ninterest holder liability only in respect of interest holder liabilities that\narise after the conversion becomes effective.\n\nE. Except as otherwise provided in the organic law or the organic rules of the\neligible entity, the interest holder liability of an interest holder in a\nconverting eligible entity that converts to a domestic corporation who had\ninterest holder liability in respect of such converting eligible entity before\nthe conversion becomes effective shall be as follows:\n\n 1. The conversion does not discharge that prior interest holder liability with\n respect to any interest holder liabilities that arose before the conversion\n became effective.\n\n 2. The provisions of the organic law of the eligible entity shall continue to\n apply to the collection or discharge of any interest holder liabilities\n preserved by subdivision 1, as if the conversion had not occurred.\n\n 3. The eligible interest holder shall have such rights of contribution from\n other persons as are provided by the organic law of the eligible entity with\n respect to any interest holder liabilities preserved by subdivision 1, as if\n the conversion had not occurred.\n\n 4. The eligible interest holder shall not, by reason of such prior interest\n holder liability, have interest holder liability with respect to any interest\n holder liabilities that arise after the conversion becomes effective.\n\nF. A conversion does not require the converting entity to wind up its affairs\nand does not constitute or cause the dissolution, termination, or cancellation\nof the entity.\n\nG. Property held for charitable purposes under the laws of the Commonwealth by a\ncorporation or a domestic or foreign eligible entity immediately before a\nconversion shall not, as a result of the transaction, be diverted from the\nobjects for which it was donated, granted, devised, or otherwise transferred\nexcept and to the extent permitted by or pursuant to the laws of the\nCommonwealth addressing cy pres or dealing with nondiversion of charitable\nassets.\n\nH. A bequest, devise, gift, grant, or promise contained in a will or other\ninstrument of donation, subscription, or conveyance which is made to the\nconverting entity and which takes effect or remains payable after the conversion\ninures to the converted entity.\n\nI. A trust obligation that would govern property if transferred to the\nconverting entity applies to property that is transferred to the converted\nentity after the conversion takes effect.\n\nHISTORY: 2001, c. 545; 2002, c. 1; 2005, c. 765; 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}}