Virginia Code 13.1-1273: Plan of entity conversion
A. In the case of a domestic business trust that is a converting entity:
Terms Used In Virginia Code 13.1-1273
- Amendment: A proposal to alter the text of a pending bill or other measure by striking out some of it, by inserting new language, or both. Before an amendment becomes part of the measure, thelegislature must agree to it.
- Articles of trust: includes the original articles of trust, the original certificate of trust issued by the Commission, and all amendments to the articles of trust. See Virginia Code 13.1-1201
- Attachment: A procedure by which a person's property is seized to pay judgments levied by the court.
- Business trust: includes , without limitation, any of the following entities that conform with subdivisions 1 and 2 of this definition:
(1) A trust of the type known at common law as a "business trust" or "Massachusetts trust";
(2) A trust qualifying as a real estate mortgage investment conduit under § 860 D of the United States Internal Revenue Code of 1986, as amended, or under any successor provision;
(3) A trust qualifying as a real estate investment trust under §§ 856 through 859 of the United States Internal Revenue Code of 1986, as amended, or under any successor provision; or
(4) A "real estate investment trust" or "trust" created under former Chapter 9 of Title 6 or former Chapter 9 of Title 6. See Virginia Code 13.1-1201
- Converting entity: means the domestic or foreign business trust, corporation, limited liability company, limited partnership, partnership, or other entity that adopts a plan of domestication or plan of entity conversion pursuant to this article. See Virginia Code 13.1-1264
- domestic business trust: means an unincorporated business, trust, or association that:
1. See Virginia Code 13.1-1201
- Entity: includes any domestic or foreign business trust or other business entity, any estate or trust, and any state, the United States, and any foreign government. See Virginia Code 13.1-1201
- Entity conversion: means conversion. See Virginia Code 13.1-1201
- Other entity: means a domestic real estate investment trust or common law trust. See Virginia Code 13.1-1264
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Resulting entity: means the domestic limited liability company or business trust that is in existence upon consummation of an entity conversion pursuant to this article. See Virginia Code 13.1-1264
- Trust: includes a common law trust, business trust, and foreign business trust. See Virginia Code 13.1-1201
1. The business trust shall approve a plan of entity conversion setting forth:
a. A statement of the business trust’s intention to convert to a domestic limited liability company;
b. The terms and conditions of the conversion, including the manner and basis of converting the beneficial interests of the business trust into membership interests of the limited liability company, preserving the ownership proportion and relative rights, preferences, and limitations of each beneficial interest;
c. As an attachment to the plan, the full text of the articles of organization of the converting entity as they will be in effect upon consummation of the conversion; and
d. Any other provision relating to the conversion that may be desired.
2. The plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan to the trustees shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the beneficial interests of the converting entity, unless the amendment has been approved by the trustees in the manner set in § 13.1-1274.
B. In the case of a domestic partnership or limited partnership that is a converting entity:
1. The partnership or limited partnership shall approve a plan of entity conversion setting forth:
a. A statement of the partnership’s or limited partnership’s intention to convert to a domestic business trust;
b. The terms and conditions of the conversion, including the manner and basis of converting the partnership interests of the limited partnership or partnership into beneficial interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each partnership interest;
c. As an attachment to the plan, the full text of the articles of trust of the resulting entity as they will be in effect upon consummation of the conversion; and
d. Any other provision relating to the conversion that may be desired.
2. The plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan:
a. To the partners of a partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the partnership, unless the amendment has been approved by the partners in the manner set forth in § 13.1-1274; and
b. To the partners of a limited partnership shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the partnership interests of the limited partnership, unless the amendment has been approved by the partners in the manner set forth in § 13.1-1274.
C. In the case of an other entity that is a converting entity:
1. The other entity shall approve a plan of entity conversion setting forth:
a. A statement of the other entity’s intention to convert to a domestic business trust;
b. The terms and conditions of the conversion, including the manner and basis of converting the interests of the other entity into beneficial interests of the business trust, preserving the ownership proportion and relative rights, preferences, and limitations of each interest of the other entity;
c. As an attachment to the plan, the full text of the articles of trust of the resulting entity as they will be in effect upon consummation of the conversion; and
d. Any other provision relating to the conversion that may be desired.
2. The plan of entity conversion may also include a provision that the plan may be amended before the effective time and date of the certificate of entity conversion. An amendment made after the submission of the plan to the persons who are authorized to approve the plan of entity conversion on behalf of the other entity shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the interests of the other entity, unless the amendment has been approved by the persons who are authorized to approve the plan in the manner set forth in § 13.1-1274.