{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-944.3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-944.3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-944.3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-944.3.html"}],"law_id":56546,"edition_id":1,"section_id":56546,"structure_id":13958,"section_number":"13.1-944.3","catch_line":"Plan of entity conversion","history":"2012, c. 706; 2016, c. 288.","full_text":"A\n\nTo become a domestic limited liability company, a domestic corporation shall adopt a plan of entity conversion setting forth:1\n\nA statement of the corporation’s intention to convert to a limited liability company;2\n\nThe terms and conditions of the conversion, including the manner and basis of converting the membership interests, if any, of the corporation into LLC membership interests of the resulting entity;3\n\nIf the corporation has no members, the designation of each person who is to become a member of the limited liability company upon conversion, provided that no person shall be designated as a member of the resulting entity without the person’s prior consent;4\n\nAs a separate attachment to the plan, the full text of the articles of organization of the resulting entity as they will be in effect upon consummation of the conversion; and5\n\nAny other provision relating to the conversion that may be desired.B\n\nThe plan of entity conversion may also include a provision that the board of directors may amend the plan before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan to the members shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the membership interests of the corporation, unless the amendment has been approved by the members in the manner set forth in § 13.1-944.4.","order_by":null,"text":{"0":{"id":206947,"text":"To become a domestic limited liability company, a domestic corporation shall adopt a plan of entity conversion setting forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":206948,"text":"A statement of the corporation’s intention to convert to a limited liability company;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":206949,"text":"The terms and conditions of the conversion, including the manner and basis of converting the membership interests, if any, of the corporation into LLC membership interests of the resulting entity;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":206950,"text":"If the corporation has no members, the designation of each person who is to become a member of the limited liability company upon conversion, provided that no person shall be designated as a member of the resulting entity without the person’s prior consent;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":206951,"text":"As a separate attachment to the plan, the full text of the articles of organization of the resulting entity as they will be in effect upon consummation of the conversion; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":206952,"text":"Any other provision relating to the conversion that may be desired.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":206953,"text":"The plan of entity conversion may also include a provision that the board of directors may amend the plan before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan to the members shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the membership interests of the corporation, unless the amendment has been approved by the members in the manner set forth in § 13.1-944.4.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5"}},"ancestry":[{"id":13958,"edition_id":1,"name":"Conversion to a Limited Liability Company","identifier":"17.1","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:46:25","date_modified":"2026-06-26 03:46:25","permalink":{"id":147903,"object_type":"structure","relational_id":13958,"identifier":"17.1","token":"13.1\/10\/17.1","url":"\/13.1\/10\/17.1\/","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":55018,"structure_id":13958,"section_number":"13.1-944.1","catch_line":"Definitions","url":"\/13.1-944.1\/","token":"13.1\/10\/17.1\/13.1-944.1","metadata":false},{"id":81263,"structure_id":13958,"section_number":"13.1-944.2","catch_line":"Entity conversion","url":"\/13.1-944.2\/","token":"13.1\/10\/17.1\/13.1-944.2","metadata":false},{"id":56546,"structure_id":13958,"section_number":"13.1-944.3","catch_line":"Plan of entity conversion","url":"\/13.1-944.3\/","token":"13.1\/10\/17.1\/13.1-944.3","metadata":false},{"id":72728,"structure_id":13958,"section_number":"13.1-944.4","catch_line":"Action on plan of entity conversion","url":"\/13.1-944.4\/","token":"13.1\/10\/17.1\/13.1-944.4","metadata":false},{"id":59055,"structure_id":13958,"section_number":"13.1-944.5","catch_line":"Articles of entity conversion","url":"\/13.1-944.5\/","token":"13.1\/10\/17.1\/13.1-944.5","metadata":false},{"id":86757,"structure_id":13958,"section_number":"13.1-944.6","catch_line":"Effect of entity conversion","url":"\/13.1-944.6\/","token":"13.1\/10\/17.1\/13.1-944.6","metadata":false},{"id":61426,"structure_id":13958,"section_number":"13.1-944.7","catch_line":"Abandonment of entity conversion","url":"\/13.1-944.7\/","token":"13.1\/10\/17.1\/13.1-944.7","metadata":false}],"previous_section":{"id":81263,"structure_id":13958,"section_number":"13.1-944.2","catch_line":"Entity conversion","url":"\/13.1-944.2\/","token":"13.1\/10\/17.1\/13.1-944.2","metadata":false},"next_section":{"id":72728,"structure_id":13958,"section_number":"13.1-944.4","catch_line":"Action on plan of entity conversion","url":"\/13.1-944.4\/","token":"13.1\/10\/17.1\/13.1-944.4","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-944.3\/","history_text":"

This law was first created in 2012. The record of its establishment is cataloged in chapter 706<\/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 2016, chapter 288<\/a>.<\/p>","references":false,"refers_to":[{"id":72728,"section_number":"13.1-944.4","catch_line":"Action on plan of entity conversion","order_by":null,"url":"\/13.1-944.4\/"}],"permalink":{"id":147913,"object_type":"law","relational_id":56546,"identifier":"13.1-944.3","token":"13.1\/10\/17.1\/13.1-944.3","url":"\/13.1-944.3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-944.3\/","token":"13.1\/10\/17.1\/13.1-944.3","dublin_core":{"Title":"Plan of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-944.3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> To become a domestic limited liability company<\/span>, a domestic corporation<\/span> shall adopt a plan of entity conversion<\/span> setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> A statement of the corporation’s intention to convert to a limited liability company; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The terms and conditions of the conversion, including the manner and basis of converting the membership interests, if any, of the corporation into LLC membership interests<\/span> of the resulting entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> If the corporation has no members<\/span>, the designation of each person<\/span> who is to become a member<\/span> of the limited liability company upon conversion, provided that no person<\/span> shall be designated as a member<\/span> of the resulting entity<\/span> without the person<\/span>’s prior consent; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> As a separate attachment<\/span> to the plan, the full text of the articles of organization of the resulting entity<\/span> as they will be in effect upon consummation of the conversion; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Any other provision relating to the conversion that may be desired. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The plan of entity conversion<\/span> may also include a provision that the board of directors<\/span> may amend<\/span> the plan before the effective time and date of the certificate of entity conversion<\/span>. An amendment made after the submission of the plan to the members<\/span> shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the membership interests of the corporation, unless the amendment has been approved by the members<\/span> in the manner set forth in § 13.1-944.4<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nPLAN OF ENTITY CONVERSION (\u00a7 13.1-944.3)\n\nA. To become a domestic limited liability company, a domestic corporation shall\nadopt a plan of entity conversion setting forth:\n\n 1. A statement of the corporation’s intention to convert to a limited\n liability company;\n\n 2. The terms and conditions of the conversion, including the manner and basis\n of converting the membership interests, if any, of the corporation into LLC\n membership interests of the resulting entity;\n\n 3. If the corporation has no members, the designation of each person who is to\n become a member of the limited liability company upon conversion, provided\n that no person shall be designated as a member of the resulting entity without\n the person’s prior consent;\n\n 4. As a separate attachment to the plan, the full text of the articles of\n organization of the resulting entity as they will be in effect upon\n consummation of the conversion; and\n\n 5. Any other provision relating to the conversion that may be desired.\n\nB. The plan of entity conversion may also include a provision that the board of\ndirectors may amend the plan before the effective time and date of the\ncertificate of entity conversion. An amendment made after the submission of the\nplan to the members shall not alter or change any of the terms or conditions of\nthe plan if the change would adversely affect the membership interests of the\ncorporation, unless the amendment has been approved by the members in the manner\nset forth in § 13.1-944.4.\n\nHISTORY: 2012, c. 706; 2016, c. 288.","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}}