                                 CODE OF VIRGINIA

CONVERSION (§ 13.1-722.9)

A. By complying with this article, a domestic corporation may become (i) a
domestic eligible entity or (ii) a foreign eligible entity if the conversion is
permitted by the organic law of the foreign entity.

B. By complying with this article and applicable provisions of its organic law,
a domestic eligible entity may become a domestic corporation. If procedures for
the approval of a conversion are not provided by the organic law or organic
rules of a domestic eligible entity, the conversion shall be adopted and
approved in the same manner as a merger of that eligible entity. If the organic
law or organic rules of a domestic eligible entity do not provide procedures for
the approval of either a conversion or a merger, a plan of conversion may
nonetheless be adopted and approved by the unanimous consent of all the interest
holders of such eligible entity. In either such case, the conversion thereafter
may be effected as provided in the other provisions of this article, and for
purposes of applying this article in such a case:

   1. The eligible entity, its members or interest holders, eligible interests,
   and organic rules taken together, shall be deemed to be a domestic
   corporation, shareholders, shares, and articles of incorporation, respectively
   and vice versa, as the context may require; and

   2. If the business and affairs of the eligible entity are managed by a person
   or persons that are not identical to the members or interest holders, that
   person or persons shall be deemed to be the board of directors.

C. By complying with the provisions of this article applicable to foreign
entities, a foreign eligible entity may become a domestic corporation if the
organic law of the foreign eligible entity permits it to become a corporation in
another jurisdiction and it has complied with said law in effecting the
conversion.

D. Notwithstanding the provisions of subsection B, unless otherwise provided for
in Chapter 2.2 (&#xA7; 50-73.79 et seq.) of Title 50, a domestic partnership
that has filed either a statement of partnership authority or a statement of
registration as a registered limited liability partnership with the Commission
that is not canceled may become a domestic corporation pursuant to a plan of
conversion that is approved by the domestic partnership in accordance with the
provisions of this article.

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