Virginia Code 13.1-1264: Definitions
As used in this article, unless the context requires a different meaning:
Terms Used In Virginia Code 13.1-1264
- 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
- Common law: The legal system that originated in England and is now in use in the United States. It is based on judicial decisions rather than legislative action.
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- domestic business trust: means an unincorporated business, trust, or association that:
1. See Virginia Code 13.1-1201
- Domestication: means a transaction pursuant to this article, including domestication of a foreign business trust as a domestic business trust or domestication of a domestic business trust in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name. See Virginia Code 13.1-1264
- 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
- Foreign business trust: means a trust formed under the law of a jurisdiction other than the Commonwealth that would be a business trust if formed under the law of the Commonwealth. See Virginia Code 13.1-1201
- Includes: means includes, but not limited to. See Virginia Code 1-218
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Organic law: means the statute governing the internal affairs of a domestic or foreign business trust or other business entity. 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.
- 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
- Trust: includes a common law trust, business trust, and foreign business trust. See Virginia Code 13.1-1201
“Articles of organization” has the same meaning specified in § 13.1-1002.
“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.
“Corporation” and “domestic corporation” have the same meaning specified in § 13.1-603.
“Domesticated business trust” means the domesticating business trust as it continues in existence after a domestication.
“Domesticating business trust” means the domestic business trust that approves a plan of domestication pursuant to § 13.1-1267 or the foreign business trust that approves a domestication pursuant to the organic law of the foreign business trust.
“Domestication” means a transaction pursuant to this article, including domestication of a foreign business trust as a domestic business trust or domestication of a domestic business trust in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name.
“Domestic entity” means a domestic corporation, limited liability company, limited partnership, partnership, or other entity.
“Foreign corporation” has the same meaning specified in § 13.1-603.
“Foreign entity” means a foreign business trust, corporation, limited liability company, limited partnership, partnership, or other entity.
“Foreign limited liability company” has the same meaning specified in § 13.1-1002.
“Foreign limited partnership” has the same meaning specified in § 50-73.1.
“Foreign partnership” has the same meaning specified in § 13.1-1002.
“Limited liability company” and “domestic limited liability company” have the same meaning specified in § 13.1-1002.
“Limited partnership” and “domestic limited partnership” have the same meaning specified in § 50-73.1.
“Member” has the same meaning specified in § 13.1-1002.
“Membership interest” or “interest” has the same meaning specified in § 13.1-1002.
“Other entity” means a domestic real estate investment trust or common law trust.
“Partnership” and “domestic partnership” mean an association of two or more persons to carry on as co-owners a business for profit formed under § 50-73.88, or predecessor law of this Commonwealth, and includes, for all purposes of the laws of this Commonwealth, a registered limited liability partnership.
“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.
“Surviving entity” means the domestic business trust that is in existence upon consummation of a domestication pursuant to this article.