{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-944.4.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-944.4.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-944.4.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-944.4.html"}],"law_id":72728,"edition_id":1,"section_id":72728,"structure_id":13958,"section_number":"13.1-944.4","catch_line":"Action on plan of entity conversion","history":"2012, c. 706.","full_text":"A\n\nWhere the corporation has no members, or no members having voting rights, the plan shall be adopted upon receiving the vote of at least two-thirds of the directors in office.B\n\nWhere there are members of the corporation having voting rights:1\n\nThe plan of entity conversion shall be adopted by the board of directors;2\n\nAfter adopting the plan of entity conversion, the board of directors shall submit the plan to the members for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the plan, unless the board of directors determines that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination; and3\n\nThe voting members shall approve the plan as provided in subdivision C 3.C\n\nWhen a plan of entity conversion is to be approved by the members in accordance with subsection B:1\n\nThe board of directors may condition its submission of the plan of entity conversion to the members on any basis;2\n\nThe corporation shall notify each member, whether or not entitled to vote, of the proposed members’ meeting in accordance with § 13.1-842 at which the plan of entity conversion is to be submitted for approval. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy of the plan; and3\n\nUnless this chapter or the board of directors, acting pursuant to subdivision 1, requires a greater vote, the plan of entity conversion shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the plan at a meeting at which a quorum of the voting group exists.","order_by":null,"text":{"0":{"id":261759,"text":"Where the corporation has no members, or no members having voting rights, the plan shall be adopted upon receiving the vote of at least two-thirds of the directors in office.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":261760,"text":"Where there are members of the corporation having voting rights:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":261761,"text":"The plan of entity conversion shall be adopted by the board of directors;","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":261762,"text":"After adopting the plan of entity conversion, the board of directors shall submit the plan to the members for their approval. The board of directors shall also transmit to the members a recommendation that the members approve the plan, unless the board of directors determines that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall transmit to the members the basis for that determination; and","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1","next_prefix":"B3"},"4":{"id":261763,"text":"The voting members shall approve the plan as provided in subdivision C 3.","type":"section","prefixes":["B","3"],"prefix":"3","entire_prefix":"B3","prefix_anchor":"B3","level":2,"prior_prefix":"B2","next_prefix":"C"},"5":{"id":261764,"text":"When a plan of entity conversion is to be approved by the members in accordance with subsection B:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B3","next_prefix":"C1"},"6":{"id":261765,"text":"The board of directors may condition its submission of the plan of entity conversion to the members on any basis;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"7":{"id":261766,"text":"The corporation shall notify each member, whether or not entitled to vote, of the proposed members’ meeting in accordance with § 13.1-842 at which the plan of entity conversion is to be submitted for approval. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy of the plan; and","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"8":{"id":261767,"text":"Unless this chapter or the board of directors, acting pursuant to subdivision 1, requires a greater vote, the plan of entity conversion shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the plan at a meeting at which a quorum of the voting group exists.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-944.4\/","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.<\/p>","references":[{"id":56546,"section_number":"13.1-944.3","catch_line":"Plan of entity conversion","order_by":null,"url":"\/13.1-944.3\/"}],"refers_to":[{"id":87273,"section_number":"13.1-842","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-842\/"}],"permalink":{"id":147917,"object_type":"law","relational_id":72728,"identifier":"13.1-944.4","token":"13.1\/10\/17.1\/13.1-944.4","url":"\/13.1-944.4\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-944.4\/","token":"13.1\/10\/17.1\/13.1-944.4","dublin_core":{"Title":"Action on plan of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-944.4","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Where the corporation<\/span> has no members<\/span>, or no members<\/span> having voting rights, the plan shall be adopted upon receiving the vote of at least two-thirds of the directors<\/span> in office. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Where there are members<\/span> of the corporation<\/span> having voting rights: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The plan of entity conversion<\/span> shall be adopted by the board of directors<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> After adopting the plan of entity conversion<\/span>, the board of directors<\/span> shall submit the plan to the members<\/span> for their approval. The board of directors<\/span> shall also transmit to the members<\/span> a recommendation that the members<\/span> approve the plan, unless the board of directors<\/span> determines that because of conflicts of interest<\/span> or other special circumstances it should not make such a recommendation, in which case the board of directors<\/span> shall transmit to the members<\/span> the basis for that determination; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The voting members<\/span> shall approve the plan as provided in subdivision C 3. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> When a plan of entity conversion<\/span> is to be approved by the members<\/span> in accordance with subsection B: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The board of directors<\/span> may condition its submission of the plan of entity conversion<\/span> to the members<\/span> on any basis; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The corporation<\/span> shall notify each member<\/span>, whether or not entitled to vote, of the proposed members<\/span>’ meeting in accordance with § 13.1-842<\/a> at which the plan of entity conversion<\/span> is to be submitted for approval. The notice shall also state<\/span> that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy of the plan; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Unless this chapter or the board of directors<\/span>, acting pursuant to subdivision 1, requires a greater vote, the plan of entity conversion<\/span> shall be approved by each voting group<\/span> entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group<\/span>. The articles of incorporation<\/span> may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups<\/span> so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group<\/span> entitled to vote on the plan at a meeting at which a quorum of the voting group<\/span> exists. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACTION ON PLAN OF ENTITY CONVERSION (\u00a7 13.1-944.4)\n\nA. Where the corporation has no members, or no members having voting rights, the\nplan shall be adopted upon receiving the vote of at least two-thirds of the\ndirectors in office.\n\nB. Where there are members of the corporation having voting rights:\n\n 1. The plan of entity conversion shall be adopted by the board of directors;\n\n 2. After adopting the plan of entity conversion, the board of directors shall\n submit the plan to the members for their approval. The board of directors\n shall also transmit to the members a recommendation that the members approve\n the plan, unless the board of directors determines that because of conflicts\n of interest or other special circumstances it should not make such a\n recommendation, in which case the board of directors shall transmit to the\n members the basis for that determination; and\n\n 3. The voting members shall approve the plan as provided in subdivision C 3.\n\nC. When a plan of entity conversion is to be approved by the members in\naccordance with subsection B:\n\n 1. The board of directors may condition its submission of the plan of entity\n conversion to the members on any basis;\n\n 2. The corporation shall notify each member, whether or not entitled to vote,\n of the proposed members’ meeting in accordance with § 13.1-842 at\n which the plan of entity conversion is to be submitted for approval. The\n notice shall also state that the purpose, or one of the purposes, of the\n meeting is to consider the plan and shall contain or be accompanied by a copy\n of the plan; and\n\n 3. Unless this chapter or the board of directors, acting pursuant to\n subdivision 1, requires a greater vote, the plan of entity conversion shall be\n approved by each voting group entitled to vote on the plan by more than\n two-thirds of all the votes entitled to be cast by that voting group. The\n articles of incorporation may provide for a greater or lesser vote than that\n provided for in this subsection or a vote by separate voting groups so long as\n the vote provided for is not less than a majority of all the votes cast on the\n plan by each voting group entitled to vote on the plan at a meeting at which a\n quorum of the voting group exists.\n\nHISTORY: 2012, c. 706.","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}}