Code of Virginia

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Code of Virginia
Title 13.1. Corporations
Chapter 9. Virginia Stock Corporation Act
9/20/2021

§ 13.1-722.10. Plan of conversion.

A. A domestic corporation may convert to a domestic or foreign eligible entity, or a domestic eligible entity may convert to a domestic corporation, under this article by approving a plan of conversion. The plan of conversion shall include:

1. The name of the converting corporation;

2. The name, jurisdiction of formation, and type of entity of the converted entity;

3. The manner and basis of converting the shares and any rights to acquire shares of the domestic corporation into eligible interests or other securities, obligations, rights to acquire eligible interests or other securities, cash, other property, or any combination of the foregoing;

4. If the converted entity will be a domestic corporation, (i) the proposed articles of incorporation of the converted entity that satisfy the requirements of § 13.1-619 and (ii) the proposed bylaws of the converted entity, which shall not be included with the articles of conversion delivered to the Commission for filing;

5. If the converted entity will be a domestic eligible entity and a filing entity, the full text, as it will be in effect immediately after the conversion becomes effective, of the organic rules of the converted entity, including the public organic record that satisfies the requirements of § 13.1-819, 13.1-1101, 13.1-1212, or 50-73.111, as the case may be, provided that the private organic rules shall not be included with the articles of conversion delivered to the Commission for filing;

6. If the converted entity will be a foreign corporation or eligible entity, the plan of conversion may include the organic rules of the converted entity, provided that the organic rules shall not be included with the articles of conversion delivered to the Commission for filing; and

7. The other terms and conditions of the conversion.

B. In addition to the requirements of subsection A, a plan of conversion may contain any other provision not prohibited by law.

C. The terms of a plan of conversion may be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604.

2001, c. 545; 2002, c. 1; 2003, c. 598; 2016, c. 288; 2019, c. 734; 2020, c. 1226.

The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.