{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-944.5.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-944.5.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-944.5.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-944.5.html"}],"law_id":59055,"edition_id":1,"section_id":59055,"structure_id":13958,"section_number":"13.1-944.5","catch_line":"Articles of entity conversion","history":"2012, c. 706; 2015, c. 623; 2016, c. 288.","full_text":"A\n\nAfter the plan of entity conversion of a corporation into a limited liability company has been adopted and approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth:1\n\nThe name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the converting entity is to be changed, which name shall satisfy the requirements of the laws of the Commonwealth;2\n\nThe date on which the corporation was originally incorporated, organized, or formed; its original name, entity type, and jurisdiction of incorporation, organization, or formation; and, for each subsequent change of entity type or jurisdiction of incorporation, organization, or formation made before the filing of the articles of entity conversion, the effective date of the change and the corporation’s name, entity type, and jurisdiction of incorporation, organization, or formation upon consummation of the change;3\n\nThe plan of entity conversion, including the full text of the articles of organization of the resulting entity that comply with the requirements of Chapter 12 (§ 13.1-1000 et seq.), as they will be in effect upon consummation of the conversion;4\n\nThe date the plan of entity conversion was approved; and5\n\nA statement:\n\t\t\t\ta. That the plan was adopted by the vote of at least two-thirds of the directors in office, including the reason member approval was not required;\n\t\t\t\tb. That the plan was adopted by the unanimous consent of the members having voting rights; or\n\t\t\t\tc. That the plan was proposed by the board of directors and submitted to the members in accordance with this chapter, and a statement of:1\n\nThe existence of a quorum of each voting group entitled to vote separately on the plan; and2\n\nEither the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.B\n\nIf the Commission finds that the articles of entity conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of entity conversion.","order_by":null,"text":{"0":{"id":216557,"text":"After the plan of entity conversion of a corporation into a limited liability company has been adopted and approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":216558,"text":"The name of the corporation immediately before the filing of the articles of entity conversion and the name to which the name of the converting entity is to be changed, which name shall satisfy the requirements of the laws of the Commonwealth;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":216559,"text":"The date on which the corporation was originally incorporated, organized, or formed; its original name, entity type, and jurisdiction of incorporation, organization, or formation; and, for each subsequent change of entity type or jurisdiction of incorporation, organization, or formation made before the filing of the articles of entity conversion, the effective date of the change and the corporation’s name, entity type, and jurisdiction of incorporation, organization, or formation upon consummation of the change;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":216560,"text":"The plan of entity conversion, including the full text of the articles of organization of the resulting entity that comply with the requirements of Chapter 12 (§ 13.1-1000 et seq.), as they will be in effect upon consummation of the conversion;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":216561,"text":"The date the plan of entity conversion was approved; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":216562,"text":"A statement:\n\t\t\t\ta. That the plan was adopted by the vote of at least two-thirds of the directors in office, including the reason member approval was not required;\n\t\t\t\tb. That the plan was adopted by the unanimous consent of the members having voting rights; or\n\t\t\t\tc. That the plan was proposed by the board of directors and submitted to the members in accordance with this chapter, and a statement of:","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A51"},"6":{"id":216563,"text":"The existence of a quorum of each voting group entitled to vote separately on the plan; and","type":"section","prefixes":["A","5","1"],"prefix":"1","entire_prefix":"A51","prefix_anchor":"A51","level":3,"prior_prefix":"A5","next_prefix":"A52"},"7":{"id":216564,"text":"Either the total number of votes cast for and against the plan by each voting group entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group and a statement that the number cast for the plan by each voting group was sufficient for approval by that voting group.","type":"section","prefixes":["A","5","2"],"prefix":"2","entire_prefix":"A52","prefix_anchor":"A52","level":3,"prior_prefix":"A51","next_prefix":"B"},"8":{"id":216565,"text":"If the Commission finds that the articles of entity conversion comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of entity conversion.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A52"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-944.5\/","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 2 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 2015, chapter 623<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":false,"refers_to":[{"id":53976,"section_number":"13.1-1000","catch_line":"Short title","order_by":null,"url":"\/13.1-1000\/"}],"permalink":{"id":147921,"object_type":"law","relational_id":59055,"identifier":"13.1-944.5","token":"13.1\/10\/17.1\/13.1-944.5","url":"\/13.1-944.5\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-944.5\/","token":"13.1\/10\/17.1\/13.1-944.5","dublin_core":{"Title":"Articles of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-944.5","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After the plan of entity conversion<\/span> of a corporation<\/span> into a limited liability company has been adopted and approved as required by this article, the converting entity<\/span> shall deliver<\/span> to the Commission<\/span> for filing articles of entity conversion<\/span> setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the corporation<\/span> immediately before the filing of the articles of entity conversion<\/span> and the name to which the name of the converting entity<\/span> is to be changed, which name shall satisfy the requirements of the laws<\/span> of the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The date on which the corporation<\/span> was originally incorporated, organized, or formed; its original name, entity type, and jurisdiction<\/span> of incorporation, organization, or formation; and, for each subsequent change of entity type or jurisdiction<\/span> of incorporation, organization, or formation made before the filing of the articles of entity conversion<\/span>, the effective date of the change and the corporation<\/span>’s name, entity type, and jurisdiction<\/span> of incorporation, organization, or formation upon consummation of the change; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The plan of entity conversion<\/span>, including the full text of the articles of organization of the resulting entity<\/span> that comply with the requirements of Chapter 12 (§ 13.1-1000<\/a> et seq.), as they will be in effect upon consummation of the conversion; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date the plan of entity conversion<\/span> was approved; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement:\n\t\t\t\ta. That the plan was adopted by the vote of at least two-thirds of the directors in office, including the reason member<\/span> approval was not required;\n\t\t\t\tb. That the plan was adopted by the unanimous consent of the members<\/span> having voting rights; or\n\t\t\t\tc. That the plan was proposed by the board of directors<\/span> and submitted to the members<\/span> in accordance with this chapter, and a statement of: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The existence of a quorum of each voting group<\/span> entitled to vote separately on the plan; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Either the total number of votes cast for and against the plan by each voting group<\/span> entitled to vote separately on the plan or the total number of undisputed votes cast for the plan separately by each voting group<\/span> and a statement that the number cast for the plan by each voting group<\/span> was sufficient for approval by that voting group<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that the articles of entity conversion<\/span> comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of entity conversion<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF ENTITY CONVERSION (\u00a7 13.1-944.5)\n\nA. After the plan of entity conversion of a corporation into a limited liability\ncompany has been adopted and approved as required by this article, the\nconverting entity shall deliver to the Commission for filing articles of entity\nconversion setting forth:\n\n 1. The name of the corporation immediately before the filing of the articles\n of entity conversion and the name to which the name of the converting entity\n is to be changed, which name shall satisfy the requirements of the laws of the\n Commonwealth;\n\n 2. The date on which the corporation was originally incorporated, organized,\n or formed; its original name, entity type, and jurisdiction of incorporation,\n organization, or formation; and, for each subsequent change of entity type or\n jurisdiction of incorporation, organization, or formation made before the\n filing of the articles of entity conversion, the effective date of the change\n and the corporation’s name, entity type, and jurisdiction of\n incorporation, organization, or formation upon consummation of the change;\n\n 3. The plan of entity conversion, including the full text of the articles of\n organization of the resulting entity that comply with the requirements of\n Chapter 12 (§ 13.1-1000 et seq.), as they will be in effect upon\n consummation of the conversion;\n\n 4. The date the plan of entity conversion was approved; and\n\n 5. A statement:\n \t\t\t\ta. That the plan was adopted by the vote of at least two-thirds of the\n directors in office, including the reason member approval was not required;\n \t\t\t\tb. That the plan was adopted by the unanimous consent of the members\n having voting rights; or\n \t\t\t\tc. That the plan was proposed by the board of directors and submitted to\n the members in accordance with this chapter, and a statement of:\n\n 1. The existence of a quorum of each voting group entitled to vote\n separately on the plan; and\n\n 2. Either the total number of votes cast for and against the plan by each\n voting group entitled to vote separately on the plan or the total number of\n undisputed votes cast for the plan separately by each voting group and a\n statement that the number cast for the plan by each voting group was\n sufficient for approval by that voting group.\n\nB. If the Commission finds that the articles of entity conversion comply with\nthe requirements of law and that all required fees have been paid, it shall\nissue a certificate of entity conversion.\n\nHISTORY: 2012, c. 706; 2015, c. 623; 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}}