Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
§ 13.1-898.11. (Effective January 1, 2027) Action on plan of conversion.
A. A. In the case of a conversion of a domestic corporation to a domestic or foreign eligible entity, the plan of conversion shall be adopted in the following manner:
1. The plan of conversion shall first be adopted by board of directors.
2. After adopting the plan of conversion, the board of directors shall submit the plan to the members entitled to vote for their approval. In submitting the plan of conversion to the members for their approval, the board of directors shall recommend that the members approve the plan unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall inform the members of the basis for that determination.
3. The board of directors may set conditions for approval of the plan of conversion by the members or the effectiveness of the plan of conversion.
4. If the approval of the members is to be sought at a members meeting, the corporation shall notify each member, regardless of whether entitled to vote, of the meeting of members at which the plan of conversion is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of conversion and shall contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the organic rules of the converted entity, which are to be in writing as they will be in effect immediately after the conversion.
5. Unless the articles of incorporation or the bylaws provide otherwise, or the board of directors, acting pursuant to subdivision 3, requires a greater vote, approval of the plan of conversion requires (i) the approval of the members entitled to vote at a meeting at which a quorum exists consisting of more than two-thirds of the votes entitled to be cast on the plan and (ii) the approval of each class of members entitled to vote voting as a separate voting group at a meeting at which a quorum of the voting group exists consisting of more than two-thirds of the votes entitled to be cast on the plan by that voting group. The articles of incorporation or the bylaws may provide for a greater or lesser vote than that provided 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 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. If as a result of the conversion one or more members of the converting domestic corporation would become subject to interest holder liability, approval of the plan of conversion shall require the signing in connection with the transaction, by each such member, of a separate written consent to become subject to such interest holder liability.
C. When a domestic corporation has no members, or no members having the right to vote, a plan of conversion shall be adopted by the board of directors of such corporation.
