                                 CODE OF VIRGINIA

EFFECT OF ENTITY CONVERSION (§ 13.1-944.6)

A. When an entity conversion under this article becomes effective, with respect
to that entity:

   1. The title to all real estate and other property remains in the resulting
   entity without reversion or impairment;

   2. The liabilities remain the liabilities of the resulting entity;

   3. A pending proceeding may be continued by or against the resulting entity as
   if the conversion did not occur;

   4. The articles of organization attached to the articles of entity conversion
   constitute the articles of organization of the resulting entity;

   5. The membership interests, if any, of the corporation are reclassified into
   LLC membership interests in accordance with the plan of entity conversion, and
   the members of the converting entity are entitled only to the rights provided
   in the plan of entity conversion;

   6. The resulting entity is deemed to:
   				a. Be a limited liability company for all purposes;
   				b. Be the same entity without interruption as the converting entity that
   existed before the conversion; and
   				c. Have been organized on the date that the converting entity was
   originally incorporated, organized, or formed; and

   7. The corporation shall cease to be a corporation when the certificate of
   entity conversion becomes effective.

B. Any member of a converting entity who, before the conversion, was liable for
the liabilities or obligations of the converting entity is not released from
those liabilities or obligations by reason of the conversion.

HISTORY: 2012, c. 706; 2015, c. 623; 2016, c. 288.