                                 CODE OF VIRGINIA

ACTION ON PLAN OF ENTITY CONVERSION (§ 13.1-1274)

A. In the case of a domestic business trust that is a converting entity, unless
the articles of trust or governing instrument of the business trust provides
otherwise, the plan of entity conversion shall be approved by the trustees of
the business trust in the manner provided in a written governing instrument for
amendments to the governing instrument by the trustees or, if no provision is
made in the governing instrument, by the sole trustee or a majority of the
trustees.

B. In the case of a partnership that is a converting entity, 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, 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.

D. In the case of an other entity that is a converting entity, the plan of
entity conversion shall be approved by the persons who have authority to approve
the entity conversion in the manner provided in a written governing instrument
for amendments to the governing instrument by those persons or, if no provision
is made in the governing instrument, by all the persons who have authority to
approve the entity conversion on behalf of the other entity.

HISTORY: 2002, c. 621; 2016, c. 288.