§ 13.1-1274. Action on plan of entity conversion
A. In the case of a corporation that is a converting entity:
1. The board of directors of the converting entity shall adopt the plan of entity conversion.
2. After adopting the plan of entity conversion, the board of directors shall submit the plan for approval by the shareholders.
3. For the conversion to be approved:
a. The board of directors shall recommend the plan to the shareholders unless the board of directors determines that because of conflicts of interest or other special circumstances it should make no recommendation and communicates the basis of its determination to the shareholders with the plan; and
b. The shareholders shall approve the plan as provided in subdivision 6.
4. The board of directors may condition its submission of the plan of entity conversion to the shareholders on any basis.
5. The corporation shall notify each shareholder, whether or not entitled to vote, of the proposed shareholders' meeting in accordance with § 13.1-658 at which the plan of entity conversion is to be submitted for approval. The notice shall also state that the purpose, or one of the purposes, of the meeting is to consider the plan and shall contain or be accompanied by a copy of the plan.
6. Unless this chapter or the board of directors, acting pursuant to subdivision 4, requires a greater vote, the plan of entity conversion shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subsection or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the plan at a meeting at which a quorum of the voting group exists.
B. In the case of a limited liability company that is a converting entity, the plan of entity conversion shall be approved by the members of the limited liability company in the manner provided in the limited liability company's operating agreement or articles of organization for amendments or, if no such provision is made in an operating agreement or articles of organization, by the unanimous vote of the members of the limited liability company.
C. In the case of a limited partnership that is a converting entity, the plan of entity conversion shall be approved by the partners of the limited partnership in the manner provided in the limited partnership's partnership agreement or certificate of limited partnership for amendments or, if no such provision is made in a partnership agreement or certificate of limited partnership, by the unanimous vote of the partners of the limited partnership.
D. In the case of a partnership that is a converting entity, the plan of entity conversion shall be approved by the partners of the partnership in the manner provided in the partnership's partnership agreement for amendments or, if no such provision is made in the partnership agreement, by the unanimous vote of the partners of the partnership.
E. In the case of an other entity that is a converting entity, the plan of entity conversion shall be approved by the persons who have authority to approve the entity conversion in the manner provided in the other entity's governing instruments for amendments or, if no such provision is made in a governing instrument, by the unanimous vote of the persons who have authority to approve the entity conversion on behalf of the other entity.
(2002, c. 621.)
Sections: Previous 13.1-1267 13.1-1268 13.1-1269 13.1-1270 13.1-1271 13.1-1272 13.1-1273 13.1-1274 13.1-1275 13.1-1276 13.1-1277 13.1-1278 13.1-1279 13.1-1280 13.1-1281 NextLast modified: April 16, 2009