                                 CODE OF VIRGINIA

ENTITY CONVERSION OF FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN
COMMONWEALTH (§ 13.1-928.2)

A. 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

   1. 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 &#xA7; 13.1-929; or

   2. 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.

B. 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.

HISTORY: 2004, c. 274.