                                 CODE OF VIRGINIA

PLAN OF CONVERSION (§ 13.1-722.10)

A. A domestic corporation may convert to a domestic or foreign eligible entity,
or a domestic eligible entity may convert to a domestic corporation, under this
article by approving a plan of conversion. The plan of conversion shall include:

   1. The name of the converting corporation;

   2. The name, jurisdiction of formation, and type of entity of the converted
   entity;

   3. The manner and basis of converting the shares and any rights to acquire
   shares of the domestic corporation into eligible interests or other
   securities, obligations, rights to acquire eligible interests or other
   securities, cash, other property, or any combination of the foregoing;

   4. If the converted entity will be a domestic corporation, (i) the proposed
   articles of incorporation of the converted entity that satisfy the
   requirements of &#xA7; 13.1-619 and (ii) the proposed bylaws of the converted
   entity, which shall not be included with the articles of conversion delivered
   to the Commission for filing;

   5. If the converted entity will be a domestic eligible entity and a filing
   entity, the full text, as it will be in effect immediately after the
   conversion becomes effective, of the organic rules of the converted entity,
   including the public organic record that satisfies the requirements of &#xA7;
   13.1-819, 13.1-1101, 13.1-1212, or 50-73.111, as the case may be, provided
   that the private organic rules shall not be included with the articles of
   conversion delivered to the Commission for filing;

   6. If the converted entity will be a foreign corporation or eligible entity,
   the plan of conversion may include the organic rules of the converted entity,
   provided that the organic rules shall not be included with the articles of
   conversion delivered to the Commission for filing; and

   7. The other terms and conditions of the conversion.

B. In addition to the requirements of subsection A, a plan of conversion may
contain any other provision not prohibited by law.

C. The terms of a plan of conversion may be made dependent upon facts
objectively ascertainable outside the plan in accordance with subsection L of
&#xA7; 13.1-604.

HISTORY: 2001, c. 545; 2002, c. 1; 2003, c. 598; 2016, c. 288; 2019, c. 734;
2020, c. 1226.