                                 CODE OF VIRGINIA

ENTITY CONVERSION OF FOREIGN LIMITED LIABILITY COMPANY REGISTERED TO TRANSACT
BUSINESS IN COMMONWEALTH (§ 13.1-1060.1)

A. Whenever a foreign limited liability company that is registered 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 limited liability company 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 corporation, 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
   limited liability company with the provisions of &#xA7; 13.1-1056; or

   2. If the surviving or resulting entity is a foreign corporation, 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
   authority or 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 limited liability company that is
registered to transact business in the Commonwealth, all property in the
Commonwealth owned by the foreign limited liability company 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.