{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-928.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-928.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-928.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-928.2.html"}],"law_id":69949,"edition_id":1,"section_id":69949,"structure_id":13538,"section_number":"13.1-928.2","catch_line":"Entity conversion of foreign corporation authorized to transact business in Commonwealth","history":"2004, c. 274.","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 entity conversion becomes effective, file with the Commission a copy of the instrument of entity 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 entity 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 entity conversion, it shall comply on behalf of the predecessor corporation with the provisions of § 13.1-929; 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 entity 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 the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity conversion is filed with the Commission.","order_by":null,"text":{"0":{"id":252741,"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 entity conversion becomes effective, file with the Commission a copy of the instrument of entity 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 entity conversion was effected; and","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":252742,"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 entity conversion, it shall comply on behalf of the predecessor corporation with the provisions of § 13.1-929; or","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":252743,"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":252744,"text":"Upon the entity 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 the state or other jurisdiction by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity 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":13538,"edition_id":1,"name":"Foreign Corporations","identifier":"14","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:45:09","date_modified":"2026-06-26 03:45:09","permalink":{"id":147775,"object_type":"structure","relational_id":13538,"identifier":"14","token":"13.1\/10\/14","url":"\/13.1\/10\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":54666,"structure_id":13538,"section_number":"13.1-919","catch_line":"Authority to transact business required","url":"\/13.1-919\/","token":"13.1\/10\/14\/13.1-919","metadata":false},{"id":72522,"structure_id":13538,"section_number":"13.1-920","catch_line":"Consequences of transacting business without authority","url":"\/13.1-920\/","token":"13.1\/10\/14\/13.1-920","metadata":false},{"id":54503,"structure_id":13538,"section_number":"13.1-921","catch_line":"Application for certificate of authority","url":"\/13.1-921\/","token":"13.1\/10\/14\/13.1-921","metadata":false},{"id":63821,"structure_id":13538,"section_number":"13.1-922","catch_line":"Amended certificate of authority","url":"\/13.1-922\/","token":"13.1\/10\/14\/13.1-922","metadata":false},{"id":61375,"structure_id":13538,"section_number":"13.1-923","catch_line":"Effect of certificate of authority","url":"\/13.1-923\/","token":"13.1\/10\/14\/13.1-923","metadata":false},{"id":82842,"structure_id":13538,"section_number":"13.1-924","catch_line":"Corporate name of foreign corporation","url":"\/13.1-924\/","token":"13.1\/10\/14\/13.1-924","metadata":false},{"id":69490,"structure_id":13538,"section_number":"13.1-925","catch_line":"Registered office and registered agent of foreign corporation","url":"\/13.1-925\/","token":"13.1\/10\/14\/13.1-925","metadata":false},{"id":75911,"structure_id":13538,"section_number":"13.1-926","catch_line":"Change of registered office or registered agent of a foreign corporation","url":"\/13.1-926\/","token":"13.1\/10\/14\/13.1-926","metadata":false},{"id":61343,"structure_id":13538,"section_number":"13.1-927","catch_line":"Resignation of registered agent of foreign corporation","url":"\/13.1-927\/","token":"13.1\/10\/14\/13.1-927","metadata":false},{"id":84182,"structure_id":13538,"section_number":"13.1-928","catch_line":"Service of process on foreign corporation","url":"\/13.1-928\/","token":"13.1\/10\/14\/13.1-928","metadata":false},{"id":65982,"structure_id":13538,"section_number":"13.1-928.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-928.1\/","token":"13.1\/10\/14\/13.1-928.1","metadata":false},{"id":69949,"structure_id":13538,"section_number":"13.1-928.2","catch_line":"Entity conversion of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-928.2\/","token":"13.1\/10\/14\/13.1-928.2","metadata":false},{"id":66931,"structure_id":13538,"section_number":"13.1-929","catch_line":"Withdrawal of foreign corporation","url":"\/13.1-929\/","token":"13.1\/10\/14\/13.1-929","metadata":false},{"id":68819,"structure_id":13538,"section_number":"13.1-930","catch_line":"Automatic revocation of certificate of authority","url":"\/13.1-930\/","token":"13.1\/10\/14\/13.1-930","metadata":false},{"id":81299,"structure_id":13538,"section_number":"13.1-931","catch_line":"Involuntary revocation of certificate of authority","url":"\/13.1-931\/","token":"13.1\/10\/14\/13.1-931","metadata":false},{"id":74850,"structure_id":13538,"section_number":"13.1-931.1","catch_line":"Reinstatement of foreign corporation whose certificate of authority has been withdrawn or revoked","url":"\/13.1-931.1\/","token":"13.1\/10\/14\/13.1-931.1","metadata":false}],"previous_section":{"id":65982,"structure_id":13538,"section_number":"13.1-928.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","url":"\/13.1-928.1\/","token":"13.1\/10\/14\/13.1-928.1","metadata":false},"next_section":{"id":66931,"structure_id":13538,"section_number":"13.1-929","catch_line":"Withdrawal of foreign corporation","url":"\/13.1-929\/","token":"13.1\/10\/14\/13.1-929","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-928.2\/","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.<\/p>","references":false,"refers_to":[{"id":66931,"section_number":"13.1-929","catch_line":"Withdrawal of foreign corporation","order_by":null,"url":"\/13.1-929\/"}],"permalink":{"id":147821,"object_type":"law","relational_id":69949,"identifier":"13.1-928.2","token":"13.1\/10\/14\/13.1-928.2","url":"\/13.1-928.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-928.2\/","token":"13.1\/10\/14\/13.1-928.2","dublin_core":{"Title":"Entity conversion of foreign corporation authorized to transact business in Commonwealth","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-928.2","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<\/span> in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such entity conversion<\/span> becomes effective, file with the Commission<\/span> a copy of the instrument of entity conversion<\/span> duly authenticated by the Secretary 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 entity conversion<\/span> was effected; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> If the surviving or resulting entity is not continuing to transact business<\/span> 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 entity conversion<\/span>, it shall comply on behalf of the predecessor corporation with the provisions of § 13.1-929<\/a>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If the surviving or resulting entity is a foreign limited liability company<\/span>, business trust, limited partnership, or registered limited liability partnership<\/span> and is to continue to transact business<\/span> 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<\/span> 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 entity conversion<\/span> of a foreign corporation<\/span> that is authorized to transact business<\/span> in the Commonwealth, all property in the Commonwealth owned by the foreign corporation<\/span> shall pass to the surviving or resulting entity except as otherwise provided by the laws<\/span> of the state<\/span> or other jurisdiction<\/span> by which it is governed, but only from and after the time when a duly authenticated copy of the instrument of entity conversion<\/span> is filed with the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nENTITY CONVERSION OF FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN\nCOMMONWEALTH (\u00a7 13.1-928.2)\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 entity conversion becomes effective,\nfile with the Commission a copy of the instrument of entity conversion duly\nauthenticated by the Secretary of State or other official having custody of\ncorporate records in the state or other jurisdiction under whose laws such\nentity 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 entity conversion, it shall comply on behalf of the\n predecessor corporation with the provisions of § 13.1-929; 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 entity conversion of a foreign corporation that is authorized to\ntransact business in the Commonwealth, all property in the Commonwealth owned by\nthe foreign corporation shall pass to the surviving or resulting entity except\nas otherwise provided by the laws of the state or other jurisdiction by which it\nis governed, but only from and after the time when a duly authenticated copy of\nthe instrument of entity conversion is filed with the Commission.\n\nHISTORY: 2004, c. 274.","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}}