{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-722.9.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-722.9.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-722.9.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-722.9.html"}],"law_id":60436,"edition_id":1,"section_id":60436,"structure_id":15470,"section_number":"13.1-722.9","catch_line":"Conversion","history":"2001, c. 545; 2002, c. 1; 2016, c. 288; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nBy complying with this article, a domestic corporation may become (i) a domestic eligible entity or (ii) a foreign eligible entity if the conversion is permitted by the organic law of the foreign entity.B\n\nBy complying with this article and applicable provisions of its organic law, a domestic eligible entity may become a domestic corporation. If procedures for the approval of a conversion are not provided by the organic law or organic rules of a domestic eligible entity, the conversion shall be adopted and approved in the same manner as a merger of that eligible entity. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of either a conversion or a merger, a plan of conversion may nonetheless be adopted and approved by the unanimous consent of all the interest holders of such eligible entity. In either such case, the conversion thereafter may be effected as provided in the other provisions of this article, and for purposes of applying this article in such a case:1\n\nThe eligible entity, its members or interest holders, eligible interests, and organic rules taken together, shall be deemed to be a domestic corporation, shareholders, shares, and articles of incorporation, respectively and vice versa, as the context may require; and2\n\nIf the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, that person or persons shall be deemed to be the board of directors.C\n\nBy complying with the provisions of this article applicable to foreign entities, a foreign eligible entity may become a domestic corporation if the organic law of the foreign eligible entity permits it to become a corporation in another jurisdiction and it has complied with said law in effecting the conversion.D\n\nNotwithstanding the provisions of subsection B, unless otherwise provided for in Chapter 2.2 (§ 50-73.79 et seq.) of Title 50, a domestic partnership that has filed either a statement of partnership authority or a statement of registration as a registered limited liability partnership with the Commission that is not canceled may become a domestic corporation pursuant to a plan of conversion that is approved by the domestic partnership in accordance with the provisions of this article.","order_by":null,"text":{"0":{"id":220974,"text":"By complying with this article, a domestic corporation may become (i) a domestic eligible entity or (ii) a foreign eligible entity if the conversion is permitted by the organic law of the foreign entity.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":220975,"text":"By complying with this article and applicable provisions of its organic law, a domestic eligible entity may become a domestic corporation. If procedures for the approval of a conversion are not provided by the organic law or organic rules of a domestic eligible entity, the conversion shall be adopted and approved in the same manner as a merger of that eligible entity. If the organic law or organic rules of a domestic eligible entity do not provide procedures for the approval of either a conversion or a merger, a plan of conversion may nonetheless be adopted and approved by the unanimous consent of all the interest holders of such eligible entity. In either such case, the conversion thereafter may be effected as provided in the other provisions of this article, and for purposes of applying this article in such a case:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":220976,"text":"The eligible entity, its members or interest holders, eligible interests, and organic rules taken together, shall be deemed to be a domestic corporation, shareholders, shares, and articles of incorporation, respectively and vice versa, as the context may require; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":220977,"text":"If the business and affairs of the eligible entity are managed by a person or persons that are not identical to the members or interest holders, that person or persons shall be deemed to be the board of directors.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"C"},"4":{"id":220978,"text":"By complying with the provisions of this article applicable to foreign entities, a foreign eligible entity may become a domestic corporation if the organic law of the foreign eligible entity permits it to become a corporation in another jurisdiction and it has complied with said law in effecting the conversion.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B2","next_prefix":"D"},"5":{"id":220979,"text":"Notwithstanding the provisions of subsection B, unless otherwise provided for in Chapter 2.2 (§ 50-73.79 et seq.) of Title 50, a domestic partnership that has filed either a statement of partnership authority or a statement of registration as a registered limited liability partnership with the Commission that is not canceled may become a domestic corporation pursuant to a plan of conversion that is approved by the domestic partnership in accordance with the provisions of this article.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-722.9\/","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 4 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 2016, chapter 288<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":[{"id":76467,"section_number":"50-73.79","catch_line":"Definitions","order_by":null,"url":"\/50-73.79\/"}],"permalink":{"id":150463,"object_type":"law","relational_id":60436,"identifier":"13.1-722.9","token":"13.1\/9\/12.2\/13.1-722.9","url":"\/13.1-722.9\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-722.9\/","token":"13.1\/9\/12.2\/13.1-722.9","dublin_core":{"Title":"Conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-722.9","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> By complying with this article, a domestic corporation<\/span> may become (i) a domestic eligible entity<\/span> or (ii) a foreign eligible entity<\/span> if the conversion<\/span> is permitted by the organic law<\/span> of the foreign entity. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> By complying with this article and applicable provisions of its organic law<\/span>, a domestic eligible entity<\/span> may become a domestic corporation<\/span>. If procedures for the approval of a conversion<\/span> are not provided by the organic law<\/span> or organic rules<\/span> of a domestic eligible entity<\/span>, the conversion<\/span> shall be adopted and approved in the same manner as a merger<\/span> of that eligible entity<\/span>. If the organic law<\/span> or organic rules<\/span> of a domestic eligible entity<\/span> do not provide procedures for the approval of either a conversion<\/span> or a merger<\/span>, a plan of conversion<\/span> may nonetheless be adopted and approved by the unanimous consent of all the interest holders<\/span> of such eligible entity<\/span>. In either such case, the conversion<\/span> thereafter may be effected as provided in the other provisions of this article, and for purposes of applying this article in such a case: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The eligible entity<\/span>, its members or interest holders<\/span>, eligible interests<\/span>, and organic rules<\/span> taken together, shall be deemed to be a domestic corporation<\/span>, shareholders<\/span>, shares<\/span>, and articles of incorporation<\/span>, respectively and vice versa, as the context may require; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the business and affairs of the eligible entity<\/span> are managed by a person<\/span> or persons<\/span> that are not identical to the members or interest holders<\/span>, that person<\/span> or persons<\/span> shall be deemed to be the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> By complying with the provisions of this article applicable to foreign entities, a foreign eligible entity<\/span> may become a domestic corporation<\/span> if the organic law<\/span> of the foreign eligible entity<\/span> permits it to become a corporation in another jurisdiction<\/span> and it has complied with said law in effecting the conversion<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Notwithstanding the provisions of subsection B, unless otherwise provided for in Chapter 2.2 (§ 50-73.79<\/a> et seq.) of Title 50, a domestic partnership<\/span> that has filed either a statement of partnership authority or a statement of registration as a registered limited liability partnership<\/span> with the Commission<\/span> that is not canceled may become a domestic corporation<\/span> pursuant to a plan of conversion<\/span> that is approved by the domestic partnership<\/span> in accordance with the provisions of this article. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONVERSION (\u00a7 13.1-722.9)\n\nA. By complying with this article, a domestic corporation may become (i) a\ndomestic eligible entity or (ii) a foreign eligible entity if the conversion is\npermitted by the organic law of the foreign entity.\n\nB. By complying with this article and applicable provisions of its organic law,\na domestic eligible entity may become a domestic corporation. If procedures for\nthe approval of a conversion are not provided by the organic law or organic\nrules of a domestic eligible entity, the conversion shall be adopted and\napproved in the same manner as a merger of that eligible entity. If the organic\nlaw or organic rules of a domestic eligible entity do not provide procedures for\nthe approval of either a conversion or a merger, a plan of conversion may\nnonetheless be adopted and approved by the unanimous consent of all the interest\nholders of such eligible entity. In either such case, the conversion thereafter\nmay be effected as provided in the other provisions of this article, and for\npurposes of applying this article in such a case:\n\n 1. The eligible entity, its members or interest holders, eligible interests,\n and organic rules taken together, shall be deemed to be a domestic\n corporation, shareholders, shares, and articles of incorporation, respectively\n and vice versa, as the context may require; and\n\n 2. If the business and affairs of the eligible entity are managed by a person\n or persons that are not identical to the members or interest holders, that\n person or persons shall be deemed to be the board of directors.\n\nC. By complying with the provisions of this article applicable to foreign\nentities, a foreign eligible entity may become a domestic corporation if the\norganic law of the foreign eligible entity permits it to become a corporation in\nanother jurisdiction and it has complied with said law in effecting the\nconversion.\n\nD. Notwithstanding the provisions of subsection B, unless otherwise provided for\nin Chapter 2.2 (§ 50-73.79 et seq.) of Title 50, a domestic partnership\nthat has filed either a statement of partnership authority or a statement of\nregistration as a registered limited liability partnership with the Commission\nthat is not canceled may become a domestic corporation pursuant to a plan of\nconversion that is approved by the domestic partnership in accordance with the\nprovisions of this article.\n\nHISTORY: 2001, c. 545; 2002, c. 1; 2016, c. 288; 2019, 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}}