{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-944.6.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-944.6.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-944.6.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-944.6.html"}],"law_id":86757,"edition_id":1,"section_id":86757,"structure_id":13958,"section_number":"13.1-944.6","catch_line":"Effect of entity conversion","history":"2012, c. 706; 2015, c. 623; 2016, c. 288.","full_text":"A\n\nWhen an entity conversion under this article becomes effective, with respect to that entity:1\n\nThe title to all real estate and other property remains in the resulting entity without reversion or impairment;2\n\nThe liabilities remain the liabilities of the resulting entity;3\n\nA pending proceeding may be continued by or against the resulting entity as if the conversion did not occur;4\n\nThe articles of organization attached to the articles of entity conversion constitute the articles of organization of the resulting entity;5\n\nThe membership interests, if any, of the corporation are reclassified into LLC membership interests in accordance with the plan of entity conversion, and the members of the converting entity are entitled only to the rights provided in the plan of entity conversion;6\n\nThe resulting entity is deemed to:\n\t\t\t\ta. Be a limited liability company for all purposes;\n\t\t\t\tb. Be the same entity without interruption as the converting entity that existed before the conversion; and\n\t\t\t\tc. Have been organized on the date that the converting entity was originally incorporated, organized, or formed; and7\n\nThe corporation shall cease to be a corporation when the certificate of entity conversion becomes effective.B\n\nAny member of a converting entity who, before the conversion, was liable for the liabilities or obligations of the converting entity is not released from those liabilities or obligations by reason of the conversion.","order_by":null,"text":{"0":{"id":310669,"text":"When an entity conversion under this article becomes effective, with respect to that entity:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":310670,"text":"The title to all real estate and other property remains in the resulting entity without reversion or impairment;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":310671,"text":"The liabilities remain the liabilities 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":310672,"text":"A pending proceeding may be continued by or against the resulting entity as if the conversion did not occur;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":310673,"text":"The articles of organization attached to the articles of entity conversion constitute the articles of organization of the resulting entity;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":310674,"text":"The membership interests, if any, of the corporation are reclassified into LLC membership interests in accordance with the plan of entity conversion, and the members of the converting entity are entitled only to the rights provided in the plan of entity conversion;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":310675,"text":"The resulting entity is deemed to:\n\t\t\t\ta. Be a limited liability company for all purposes;\n\t\t\t\tb. Be the same entity without interruption as the converting entity that existed before the conversion; and\n\t\t\t\tc. Have been organized on the date that the converting entity was originally incorporated, organized, or formed; and","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":310676,"text":"The corporation shall cease to be a corporation when the certificate of entity conversion becomes effective.","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"B"},"8":{"id":310677,"text":"Any member of a converting entity who, before the conversion, was liable for the liabilities or obligations of the converting entity is not released from those liabilities or obligations by reason of the conversion.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A7"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-944.6\/","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":false,"permalink":{"id":147925,"object_type":"law","relational_id":86757,"identifier":"13.1-944.6","token":"13.1\/10\/17.1\/13.1-944.6","url":"\/13.1-944.6\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-944.6\/","token":"13.1\/10\/17.1\/13.1-944.6","dublin_core":{"Title":"Effect of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-944.6","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When an entity conversion<\/span> under this article becomes effective, with respect to that entity: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The title to all real estate and other property remains in the resulting entity<\/span> without reversion or impairment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The liabilities remain the liabilities of the resulting entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A pending proceeding<\/span> may be continued by or against the resulting entity<\/span> as if the conversion did not occur; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The articles of organization attached to the articles of entity conversion<\/span> constitute the articles of organization of the resulting entity<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The membership interests, if any, of the corporation<\/span> are reclassified into LLC membership interests<\/span> in accordance with the plan of entity conversion<\/span>, and the members<\/span> of the converting entity<\/span> are entitled only to the rights provided in the plan of entity conversion<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The resulting entity<\/span> is deemed to:\n\t\t\t\ta. Be a limited liability company for all purposes;\n\t\t\t\tb. Be the same entity without interruption as the converting entity<\/span> that existed before the conversion; and\n\t\t\t\tc. Have been organized on the date that the converting entity<\/span> was originally incorporated, organized, or formed; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> The corporation<\/span> shall cease to be a corporation<\/span> when the certificate of entity conversion<\/span> becomes effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Any member<\/span> of a converting entity<\/span> who, before the conversion, was liable for the liabilities or obligations of the converting entity<\/span> is not released from those liabilities or obligations by reason of the conversion. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF ENTITY CONVERSION (\u00a7 13.1-944.6)\n\nA. When an entity conversion under this article becomes effective, with respect\nto that entity:\n\n 1. The title to all real estate and other property remains in the resulting\n entity without reversion or impairment;\n\n 2. The liabilities remain the liabilities of the resulting entity;\n\n 3. A pending proceeding may be continued by or against the resulting entity as\n if the conversion did not occur;\n\n 4. The articles of organization attached to the articles of entity conversion\n constitute the articles of organization of the resulting entity;\n\n 5. The membership interests, if any, of the corporation are reclassified into\n LLC membership interests in accordance with the plan of entity conversion, and\n the members of the converting entity are entitled only to the rights provided\n in the plan of entity conversion;\n\n 6. The resulting entity is deemed to:\n \t\t\t\ta. Be a limited liability company for all purposes;\n \t\t\t\tb. Be the same entity without interruption as the converting entity that\n existed before the conversion; and\n \t\t\t\tc. Have been organized on the date that the converting entity was\n originally incorporated, organized, or formed; and\n\n 7. The corporation shall cease to be a corporation when the certificate of\n entity conversion becomes effective.\n\nB. Any member of a converting entity who, before the conversion, was liable for\nthe liabilities or obligations of the converting entity is not released from\nthose liabilities or obligations by reason of the 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}}