Virginia § 13.1-944.3 - Plan of entity conversion
Full text of Virginia Code of Virginia § 13.1-944.3 — Plan of entity conversion, with citation guidance and answers to common questions.
§ 13.1-944.3. Plan of entity conversion
A. To become a domestic limited liability company, a domestic corporation shall adopt a plan of entity conversion setting forth:
1. A statement of the corporation's intention to convert to a limited liability company;
2. The terms and conditions of the conversion, including the manner and basis of converting the membership interests, if any, of the corporation into LLC membership interests of the resulting entity;
3. If the corporation has no members, the designation of each person who is to become a member of the limited liability company upon conversion, provided that no person shall be designated as a member of the resulting entity without the person's prior consent;
4. As a separate attachment to the plan, the full text of the articles of organization of the resulting entity as they will be in effect upon consummation of the conversion; and
5. Any other provision relating to the conversion that may be desired.
B. The plan of entity conversion may also include a provision that the board of directors may amend the plan before the effective time and date of the certificate of entity conversion. An amendment made after 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 corporation, unless the amendment has been approved by the members in the manner set forth in § 13.1-944.4.
Frequently Asked Questions About Virginia § 13.1-944.3
What does Code of Virginia § 13.1-944.3 cover?
Section 13.1-944.3 ("Plan of entity conversion") is part of the Code of Virginia, the codified statutory law of Virginia. It sets out the legal rule or procedure described in the text above. Statutes are amended regularly, so always verify against the official source.
How do I cite Virginia § 13.1-944.3?
A common citation format is "Code of Virginia § 13.1-944.3" (Virginia). Legal writing may require the code abbreviation, section number, and year or edition. Match the style required by your court, professor, or publisher.
Is this the official text of Virginia law?
No. This page is for research and education and may not include the most recent amendments. For official current law, check the Virginia official source linked on this page or consult a licensed Virginia attorney.
How does Virginia § 13.1-944.3 apply to my situation?
Statutes are interpreted in context, and application depends on your specific facts. Only a licensed attorney in Virginia can advise on how this section applies to you. Contact your state or local bar association for a referral.
Sources & Verification
Not legal advice. Verify against the official source and consult a licensed attorney in Virginia.