                                 CODE OF VIRGINIA

EFFECT OF ENTITY CONVERSION (§ 13.1-1086)

A. When an entity conversion under this article becomes effective, with respect
to that entity:

   1. The title to all real estate and other property remains in the resulting
   entity without reversion or impairment;

   2. The liabilities of the converting entity remain the liabilities of the
   resulting entity; and

   3. A proceeding pending may be continued by or against the resulting entity as
   if the conversion did not occur.

B. When the resulting entity is a domestic stock corporation or business trust:

   1. The articles of incorporation or articles of trust attached to the articles
   of entity conversion constitute the articles of incorporation or articles of
   trust of the resulting entity;

   2. The interests of the converting entity are reclassified into shares or
   beneficial interests of the resulting entity 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;

   3. The resulting entity is deemed to:
   				a. Be a domestic stock corporation or business trust, as the case may be,
   for all purposes;
   				b. Be the same stock corporation or business trust without interruption as
   the converting entity that existed before the conversion; and
   				c. Have been incorporated or formed on the date that the converting entity
   was originally incorporated, organized, or formed;

   4. The converting entity shall cease to be a limited liability company when
   the certificate of entity conversion becomes effective; and

   5. 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.

C. When the converting entity is a partnership or a limited partnership:

   1. The articles of organization attached to the articles of entity conversion
   constitute the articles of organization of the resulting entity;

   2. The eligible interests of the converting entity are reclassified into
   membership interests in accordance with the plan of entity conversion; and the
   partners of the converting entity are entitled only to the rights provided in
   the plan of entity conversion;

   3. The resulting entity is deemed to:
   				a. Be a domestic limited liability company for all purposes;
   				b. Be the same limited liability company without interruption as the
   converting entity that existed before the conversion; and
   				c. Have been organized on the date that the converting entity was
   originally formed, organized, or incorporated;

   4. The converting entity shall cease to be a partnership or limited
   partnership when the certificate of entity conversion becomes effective;

   5. If the converting entity is a partnership, a statement of partnership
   authority filed by the partnership that has not been canceled shall be deemed
   canceled when the certificate of entity conversion becomes effective;

   6. If the converting entity is a limited partnership, its certificate of
   limited partnership shall be deemed canceled when the certificate of entity
   conversion becomes effective;

   7. If the partnership or limited partnership is registered as a registered
   limited liability partnership, that status shall be deemed canceled when the
   certificate of entity conversion becomes effective; and

   8. Any partner 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.

HISTORY: 2016, c. 288.