§ 13.1-722.10. Plan of entity conversion
A. A plan of entity conversion shall set forth:
1. In the case of a conversion of a corporation into a limited liability company:
a. The terms and conditions of the conversion, including the manner and basis of converting the shares of the corporation into interests of the surviving entity preserving the ownership proportion and relative rights, preferences, and limitations of each such share; and
b. As a separate attachment to the plan, the full text of the articles of organization of the surviving entity as they will be in effect immediately after consummation of the conversion.
2. In the case of a conversion of a limited liability company into a corporation:
a. The terms and conditions of the conversion, including the manner and basis of converting the interests of the limited liability company into shares of the surviving entity preserving the ownership proportion and relative rights, preferences, and limitations of each such interest; and
b. As a separate attachment to the plan, the full text of the articles of incorporation of the surviving entity as they will be in effect immediately after consummation of the conversion; and
3. Any other provision relating to the conversion that may be desired.
B. In the case of a corporation that is a converting entity, the plan of entity conversion may also include a provision that the board of directors may amend the plan prior to the issuance of the certificate of entity conversion. An amendment made subsequent to the submission of the plan to the shareholders shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the shares of any class or series of the converting entity.
C. In the case of a limited liability company that is a converting entity, the plan of entity conversion may also include a provision that the plan of entity conversion may be amended prior to the issuance of the certificate of entity conversion. An amendment made subsequent to the submission of the plan to the members shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the membership interests of the converting entity.
(2001, c. 545; 2002, c. 1; 2003, c. 598.)
Sections: Previous 13.1-722.3 13.1-722.4 13.1-722.5 13.1-722.6 13.1-722.7 13.1-722.8 13.1-722.9 13.1-722.10 13.1-722.11 13.1-722.12 13.1-722.13 13.1-722.14 13.1-723 13.1-724 13.1-725 NextLast modified: April 2, 2009