                                 CODE OF VIRGINIA

ENTITY CONVERSION OF FOREIGN BUSINESS TRUST REGISTERED TO TRANSACT BUSINESS IN
COMMONWEALTH (§ 13.1-1250.1)

A. Whenever a foreign business trust 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
business trust 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, limited liability
   company, limited partnership, or registered limited liability partnership,
   then, within 30 days after such entity conversion, it shall comply on behalf
   of the predecessor business trust with the provisions of &#xA7; 13.1-1246; or

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