§ 13.1-722.13. Effect of entity conversion
When an entity conversion under this article becomes effective, with respect to that entity:
1. The title to all real estate and other property remains in the surviving entity without reversion or impairment;
2. The liabilities remain the liabilities of the surviving entity;
3. A proceeding pending may be continued by or against the surviving entity as if the conversion did not occur;
4. The articles of incorporation or articles of organization attached to the articles of conversion constitute the articles of incorporation or articles of organization of the surviving entity;
5. The shares or interests of the converting entity are reclassified into shares or interests in accordance with the plan of entity conversion; and the shareholders or members of the converting entity are entitled only to the rights provided in the plan of entity conversion or, in the case of a converting entity that is a corporation, to the rights, if any, they may have under subdivision A 5 of § 13.1-730; and
6. The surviving entity is deemed to:
a. Be a corporation or limited liability company for all purposes;
b. Be the same corporation or limited liability company without interruption as the converting entity that existed prior to the conversion; and
c. Have been incorporated or otherwise organized on the date that the converting entity was originally incorporated or organized; and
7. The converting entity shall cease to be a corporation or a limited liability company, as the case may be, when the certificate of entity conversion becomes effective.
(2001, c. 545; 2002, c. 1; 2005, c. 765.)
Sections: Previous 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 13.1-725.1 13.1-726 13.1-726.1 NextLast modified: April 16, 2009