                                 CODE OF VIRGINIA

PLAN OF ENTITY CONVERSION (§ 13.1-944.3)

A. To become a domestic limited liability company, a domestic corporation shall
adopt a plan of entity conversion setting forth:

   1. A statement of the corporation&#8217;s intention to convert to a limited
   liability company;

   2. The terms and conditions of the conversion, including the manner and basis
   of converting the membership interests, if any, of the corporation into LLC
   membership interests of the resulting entity;

   3. If the corporation has no members, the designation of each person who is to
   become a member of the limited liability company upon conversion, provided
   that no person shall be designated as a member of the resulting entity without
   the person&#8217;s prior consent;

   4. As a separate attachment to the plan, the full text of the articles of
   organization of the resulting entity as they will be in effect upon
   consummation of the conversion; and

   5. Any other provision relating to the conversion that may be desired.

B. The plan of entity conversion may also include a provision that the board of
directors may amend the plan before the effective time and date of the
certificate of entity conversion. An amendment made after the submission of the
plan to the members shall not alter or change any of the terms or conditions of
the plan if the change would adversely affect the membership interests of the
corporation, unless the amendment has been approved by the members in the manner
set forth in &#xA7; 13.1-944.4.

HISTORY: 2012, c. 706; 2016, c. 288.