Virginia Code 13.1-1276: Effect of entity conversion
A. When an entity conversion under this article becomes effective, with respect to that entity:
Terms Used In Virginia Code 13.1-1276
- 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
- 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
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- 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.
- real estate: includes lands, tenements and hereditaments, and all rights and appurtenances thereto and interests therein, other than a chattel interest. See Virginia Code 1-219
- 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
- Surviving entity: means the domestic business trust that is in existence upon consummation of a domestication 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 title to all real estate and other property remains in the resulting entity without reversion or impairment;
2. The liabilities of the converting entity remain the liabilities of the resulting entity; and
3. A proceeding pending may be continued by or against the resulting entity as if the conversion did not occur.
B. When the resulting entity is a domestic limited liability company:
1. The articles of organization attached to the articles of entity conversion constitute the articles of organization of the resulting entity;
2. The beneficial interests of the converting entity are reclassified into membership interests of the resulting entity in accordance with the plan of entity conversion; and the holders of the beneficial interests of the converting entity are entitled only to the rights provided in the plan of entity conversion;
3. The resulting entity is deemed to:
a. Be a domestic limited liability company for all purposes;
b. Be the same limited liability company 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;
4. The converting entity shall cease to be a business trust when the certificate of entity conversion becomes effective; and
5. Any trustee 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.
C. When the converting entity is a partnership or a limited partnership:
1. The articles of trust attached to the articles of entity conversion constitute the articles of trust of the resulting entity;
2. The partnership interests of the converting entity are reclassified into beneficial interests of the resulting entity in accordance with the plan of entity conversion; and the partners of the converting entity are entitled only to the rights provided in the plan of entity conversion;
3. The resulting entity is deemed to:
a. Be a domestic business trust for all purposes;
b. Be the same business trust 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 formed, organized, or incorporated;
4. The converting entity shall cease to be a partnership or limited partnership when the certificate of entity conversion becomes effective;
5. If the converting entity is a partnership, a statement of partnership authority filed by the partnership that has not been canceled shall be deemed canceled when the certificate of entity conversion becomes effective;
6. If the converting entity is a limited partnership, its certificate of limited partnership shall be deemed canceled when the certificate of entity conversion becomes effective;
7. If the partnership or limited partnership is registered as a registered limited liability partnership, that status shall be deemed canceled when the certificate of entity conversion becomes effective; and
8. Any partner 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.
D. When the converting entity is an other entity:
1. The articles of trust attached to the articles of entity conversion constitute the articles of trust of the resulting entity;
2. The shares or interests of the converting entity are reclassified into beneficial interests of the resulting entity in accordance with the plan of entity conversion; and the persons having an interest in the converting entity are entitled only to the rights provided in the plan of entity conversion;
3. The surviving entity is deemed to:
a. Be a business trust for all purposes;
b. Be the same business trust without interruption as the converting entity that existed before the conversion; and
c. Have been formed on the date that the converting entity was originally incorporated, organized, or formed; and
4. The converting entity shall cease to be an other entity when the certificate of entity conversion becomes effective.