                                 CODE OF VIRGINIA

ACTION ON PLAN OF ENTITY CONVERSION (§ 13.1-1084)

A. In the case of a domestic limited liability company that is the converting
entity:

   1. If the limited liability company has members, unless the articles of
   organization or a written operating agreement of the limited liability company
   provides otherwise, the members shall approve the plan of entity conversion in
   the manner provided in the limited liability company&#8217;s operating
   agreement for amendments to the operating agreement by the members or, if no
   provision is made in the operating agreement, by all the members; and

   2. If the limited liability company has been formed without any members and no
   members have been admitted, the plan of entity conversion shall be approved by
   a majority of the persons named as a manager in the articles of organization
   or, if there are no members or managers, by a majority of the organizers of
   the limited liability company.

B. In the case of a partnership that is a converting entity, unless a written
partnership agreement of the partnership provides otherwise, the plan of entity
conversion shall be approved by the partners of the partnership in the manner
provided in a written partnership agreement for amendments to the partnership
agreement by the partners or, if no provision is made in the partnership
agreement, by all the partners.

C. In the case of a limited partnership that is a converting entity, unless the
certificate of limited partnership or a written partnership agreement of the
limited partnership provides otherwise, the plan of entity conversion shall be
approved by the partners of the limited partnership in the manner provided in a
written partnership agreement for amendments to the partnership agreement by the
partners or, if no provision is made in the partnership agreement, by all the
partners.

HISTORY: 2016, c. 288.