{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-766.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-766.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-766.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-766.2.html"}],"law_id":73258,"edition_id":1,"section_id":73258,"structure_id":13611,"section_number":"13.1-766.2","catch_line":"Conversion of foreign corporation authorized to transact business in Commonwealth","history":"2004, c. 274; 2019, c. 734.","full_text":"A\n\nWhenever a foreign corporation that is authorized to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such conversion becomes effective, file with the Commission a copy of the instrument of conversion duly authenticated by the Secretary of State or other official having custody of corporate records in the state or other jurisdiction under whose laws such conversion was effected; and1\n\nIf the surviving or resulting entity is not continuing to transact business in the Commonwealth or is not a foreign limited liability company, business trust, limited partnership, or registered limited liability partnership, then, within 30 days after such conversion, it shall comply on behalf of the predecessor corporation with the provisions of § 13.1-767; or2\n\nIf the surviving or resulting entity is a foreign limited liability company, business trust, limited partnership, or registered limited liability partnership and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission an application for a certificate of registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership, a statement of registration.B\n\nUpon the conversion of a foreign corporation that is authorized to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign corporation shall pass to the surviving or resulting entity except as otherwise provided by the laws of its jurisdiction of formation, but only from and after the time when a duly authenticated copy of the instrument of conversion is filed with the Commission.","order_by":null,"text":{"0":{"id":263680,"text":"Whenever a foreign corporation that is authorized to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such conversion becomes effective, file with the Commission a copy of the instrument of conversion duly authenticated by the Secretary of State or other official having custody of corporate records in the state or other jurisdiction under whose laws such conversion was effected; and","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":263681,"text":"If the surviving or resulting entity is not continuing to transact business in the Commonwealth or is not a foreign limited liability company, business trust, limited partnership, or registered limited liability partnership, then, within 30 days after such conversion, it shall comply on behalf of the predecessor corporation with the provisions of § 13.1-767; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":263682,"text":"If the surviving or resulting entity is a foreign limited liability company, business trust, limited partnership, or registered limited liability partnership and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver to the Commission an application for a certificate of registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership, a statement of registration.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"B"},"3":{"id":263683,"text":"Upon the conversion of a foreign corporation that is authorized to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign corporation shall pass to the surviving or resulting entity except as otherwise provided by the laws of its jurisdiction of formation, but only from and after the time when a duly authenticated copy of the instrument of conversion is filed with the Commission.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A2"}},"ancestry":[{"id":13611,"edition_id":1,"name":"Foreign Corporations","identifier":"17","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:45:23","date_modified":"2026-06-26 03:45:23","permalink":{"id":150685,"object_type":"structure","relational_id":13611,"identifier":"17","token":"13.1\/9\/17","url":"\/13.1\/9\/17\/","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":79833,"structure_id":13611,"section_number":"13.1-757","catch_line":"Authority to transact business required","url":"\/13.1-757\/","token":"13.1\/9\/17\/13.1-757","metadata":false},{"id":60493,"structure_id":13611,"section_number":"13.1-758","catch_line":"Consequences of transacting business without authority","url":"\/13.1-758\/","token":"13.1\/9\/17\/13.1-758","metadata":false},{"id":79232,"structure_id":13611,"section_number":"13.1-759","catch_line":"Application for certificate of authority","url":"\/13.1-759\/","token":"13.1\/9\/17\/13.1-759","metadata":false},{"id":87272,"structure_id":13611,"section_number":"13.1-760","catch_line":"Amended certificate of authority","url":"\/13.1-760\/","token":"13.1\/9\/17\/13.1-760","metadata":false},{"id":81235,"structure_id":13611,"section_number":"13.1-761","catch_line":"Effect of certificate of authority","url":"\/13.1-761\/","token":"13.1\/9\/17\/13.1-761","metadata":false},{"id":54580,"structure_id":13611,"section_number":"13.1-762","catch_line":"Corporate name of foreign corporation","url":"\/13.1-762\/","token":"13.1\/9\/17\/13.1-762","metadata":false},{"id":65307,"structure_id":13611,"section_number":"13.1-763","catch_line":"Registered office and registered agent of foreign corporation","url":"\/13.1-763\/","token":"13.1\/9\/17\/13.1-763","metadata":false},{"id":55681,"structure_id":13611,"section_number":"13.1-764","catch_line":"Change of registered office or registered agent of a foreign corporation","url":"\/13.1-764\/","token":"13.1\/9\/17\/13.1-764","metadata":false},{"id":74162,"structure_id":13611,"section_number":"13.1-765","catch_line":"Resignation of registered agent of foreign corporation","url":"\/13.1-765\/","token":"13.1\/9\/17\/13.1-765","metadata":false},{"id":77560,"structure_id":13611,"section_number":"13.1-766","catch_line":"Service of process on foreign corporation","url":"\/13.1-766\/","token":"13.1\/9\/17\/13.1-766","metadata":false},{"id":79297,"structure_id":13611,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.1\/","token":"13.1\/9\/17\/13.1-766.1","metadata":false},{"id":73258,"structure_id":13611,"section_number":"13.1-766.2","catch_line":"Conversion of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.2\/","token":"13.1\/9\/17\/13.1-766.2","metadata":false},{"id":57087,"structure_id":13611,"section_number":"13.1-767","catch_line":"Withdrawal of foreign corporation","url":"\/13.1-767\/","token":"13.1\/9\/17\/13.1-767","metadata":false},{"id":85340,"structure_id":13611,"section_number":"13.1-768","catch_line":"Automatic revocation of certificate of authority","url":"\/13.1-768\/","token":"13.1\/9\/17\/13.1-768","metadata":false},{"id":81366,"structure_id":13611,"section_number":"13.1-768.1","catch_line":"Repealed","url":"\/13.1-768.1\/","token":"13.1\/9\/17\/13.1-768.1","metadata":false},{"id":59043,"structure_id":13611,"section_number":"13.1-769","catch_line":"Involuntary revocation of certificate of authority","url":"\/13.1-769\/","token":"13.1\/9\/17\/13.1-769","metadata":false},{"id":65810,"structure_id":13611,"section_number":"13.1-769.1","catch_line":"Reinstatement of a foreign corporation's certificate of authority that has been withdrawn or revoked","url":"\/13.1-769.1\/","token":"13.1\/9\/17\/13.1-769.1","metadata":false}],"previous_section":{"id":79297,"structure_id":13611,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-766.1\/","token":"13.1\/9\/17\/13.1-766.1","metadata":false},"next_section":{"id":57087,"structure_id":13611,"section_number":"13.1-767","catch_line":"Withdrawal of foreign corporation","url":"\/13.1-767\/","token":"13.1\/9\/17\/13.1-767","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-766.2\/","history_text":"

This law was first created in 2004. The record of its establishment is cataloged in chapter 274<\/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 1 time. 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. That modification is as follows: in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":57087,"section_number":"13.1-767","catch_line":"Withdrawal of foreign corporation","order_by":null,"url":"\/13.1-767\/"}],"permalink":{"id":150731,"object_type":"law","relational_id":73258,"identifier":"13.1-766.2","token":"13.1\/9\/17\/13.1-766.2","url":"\/13.1-766.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-766.2\/","token":"13.1\/9\/17\/13.1-766.2","dublin_core":{"Title":"Conversion of foreign corporation authorized to transact business in Commonwealth","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-766.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whenever a foreign corporation<\/span> that is authorized to transact business in the Commonwealth converts to another type of entity<\/span>, the surviving or resulting entity<\/span> shall, within 30 days after such conversion becomes effective, file with the Commission<\/span> a copy of the instrument of conversion duly authenticated by the Secretary<\/span> of State<\/span> or other official having custody<\/span> of corporate records in the state<\/span> or other jurisdiction<\/span> under whose laws<\/span> such conversion was effected; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If the surviving or resulting entity<\/span> is not continuing to transact business in the Commonwealth or is not a foreign limited liability company<\/span>, business trust, limited partnership, or registered limited liability partnership<\/span>, then, within 30 days after such conversion, it shall comply on behalf of the predecessor corporation with the provisions of § 13.1-767<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the surviving or resulting entity<\/span> is a foreign limited liability company<\/span>, business trust, limited partnership, or registered limited liability partnership<\/span> and is to continue to transact business in the Commonwealth, then, within such 30 days, it shall deliver<\/span> to the Commission<\/span> an application for a certificate of registration to transact business in the Commonwealth or, in the case of a foreign registered limited liability partnership<\/span><\/span>, a statement of registration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Upon the conversion of a foreign corporation<\/span> that is authorized to transact business in the Commonwealth, all property in the Commonwealth owned by the foreign corporation<\/span> shall pass to the surviving or resulting entity<\/span> except as otherwise provided by the laws<\/span> of its jurisdiction of formation<\/span>, but only from and after the time when a duly authenticated copy of the instrument of conversion is filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCONVERSION OF FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN\nCOMMONWEALTH (\u00a7 13.1-766.2)\n\nA. Whenever a foreign corporation that is authorized to transact business in the\nCommonwealth converts to another type of entity, the surviving or resulting\nentity shall, within 30 days after such conversion becomes effective, file with\nthe Commission a copy of the instrument of conversion duly authenticated by the\nSecretary of State or other official having custody of corporate records in the\nstate or other jurisdiction under whose laws such conversion was effected; and\n\n 1. If the surviving or resulting entity is not continuing to transact business\n in the Commonwealth or is not a foreign limited liability company, business\n trust, limited partnership, or registered limited liability partnership, then,\n within 30 days after such conversion, it shall comply on behalf of the\n predecessor corporation with the provisions of § 13.1-767; or\n\n 2. If the surviving or resulting entity is a foreign limited liability\n company, business trust, limited partnership, or registered limited liability\n partnership and is to continue to transact business in the Commonwealth, then,\n within such 30 days, it shall deliver to the Commission an application for a\n certificate of registration to transact business in the Commonwealth or, in\n the case of a foreign registered limited liability partnership, a statement of\n registration.\n\nB. Upon the conversion of a foreign corporation that is authorized to transact\nbusiness in the Commonwealth, all property in the Commonwealth owned by the\nforeign corporation shall pass to the surviving or resulting entity except as\notherwise provided by the laws of its jurisdiction of formation, but only from\nand after the time when a duly authenticated copy of the instrument of\nconversion is filed with the Commission.\n\nHISTORY: 2004, c. 274; 2019, c. 734.","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}}