                                 CODE OF VIRGINIA

CONVERSION OF FOREIGN CORPORATION AUTHORIZED TO TRANSACT BUSINESS IN
COMMONWEALTH (§ 13.1-766.2)

A. Whenever a foreign corporation that is authorized to transact business in the
Commonwealth converts to another type of entity, the surviving or resulting
entity shall, within 30 days after such conversion becomes effective, file with
the Commission a copy of the instrument of conversion duly authenticated by the
Secretary of State or other official having custody of corporate records in the
state or other jurisdiction under whose laws such 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 limited liability company, business
   trust, limited partnership, or registered limited liability partnership, then,
   within 30 days after such conversion, it shall comply on behalf of the
   predecessor corporation with the provisions of &#xA7; 13.1-767; or

   2. If the surviving or resulting entity is a foreign limited liability
   company, business trust, 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 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 conversion of a foreign corporation that is authorized to transact
business in the Commonwealth, all property in the Commonwealth owned by the
foreign corporation shall pass to the surviving or resulting entity except as
otherwise provided by the laws of its jurisdiction of formation, but only from
and after the time when a duly authenticated copy of the instrument of
conversion is filed with the Commission.

HISTORY: 2004, c. 274; 2019, c. 734.