                                 CODE OF VIRGINIA

ARTICLES OF CONVERSION; EFFECTIVENESS (§ 13.1-722.12)

A. After (i) a plan of conversion of a domestic corporation has been adopted and
approved as required by this article or (ii) a domestic or foreign eligible
entity that is the converting entity has approved a conversion as required under
its organic law, or, if applicable, this article, articles of conversion shall
be signed in the name of the converting entity. The articles of conversion shall
set forth:

   1. The name of the converting entity, its jurisdiction of formation, and
   entity type;

   2. The original name, date of formation, jurisdiction of formation, and entity
   type of the converted entity and its name, jurisdiction of formation, and
   entity type upon each subsequent domestication or conversion;

   3. If the converting entity is a domestic corporation:
   				a. The plan of conversion;
   				b. The date the plan of conversion was approved;
   				c. A statement that the plan of conversion was approved by the unanimous
   consent of the shareholders, or a statement that the plan was submitted by the
   board of directors to the shareholders in accordance with this chapter and was
   duly approved by the shareholders in the manner required by this chapter and
   by the articles of incorporation;

   4. If the converted entity is a foreign eligible entity:
   				a. A statement that the corporation revokes the authority of its
   registered agent to accept service on its behalf and appoints the clerk of the
   Commission as an agent for service of process in any proceeding based on a
   cause of action arising during the time it was incorporated in the
   Commonwealth;
   				b. A mailing address to which the clerk may mail a copy of any process
   served on the clerk under subdivision a; and
   				c. A commitment by the converting entity to notify the clerk of the
   Commission in the future of any change in its mailing address after the
   conversion becomes effective.

   5. If the converting entity is a foreign eligible entity and the converted
   entity is a domestic corporation, a statement that the conversion is permitted
   by and was approved in accordance with the organic law of the foreign eligible
   entity; and

   6. If the converting entity is a domestic nonstock corporation, limited
   partnership, partnership, or business trust and the converted entity is a
   domestic corporation:
   				a. The plan of conversion;
   				b. The date the plan of conversion was approved; and
   				c. A statement that the plan of conversion was approved in accordance with
   this chapter.

B. The articles of conversion shall be delivered to the Commission for filing.
If the Commission finds that the articles of conversion comply with the
requirements of law and that all required fees have been paid, it shall issue a
certificate of conversion.

C. Articles of conversion under this section may be combined with any required
conversion filing under the organic law of a domestic eligible entity or a
foreign eligible entity that is authorized or registered to transact business in
the Commonwealth that is the converting entity or converted entity if the
combined filing satisfies the requirements of both this section and the other
organic law.

HISTORY: 2001, c. 545; 2002, c. 1; 2003, c. 598; 2015, c. 623; 2016, c. 288;
2019, c. 734; 2020, c. 1226.