Code of Virginia

Code of Virginia
Title 13.1. Corporations
8/15/2020

Article 17. Conversion to a Stock Corporation.

§ 13.1-941.01. Conversion to a domestic stock corporation.

A domestic corporation may convert to a domestic stock corporation organized under Chapter 9 (§ 13.1-601 et seq.) in accordance with the provisions of this article.

2002, c. 607; 2015, c. 623.

§ 13.1-942. Articles of restatement.

A. A corporation converting to a domestic stock corporation shall file with the Commission articles of restatement in accordance with § 13.1-889.

B. In addition to the information required by subsection D of § 13.1-889, if the corporation has one or more classes of members, the articles of restatement shall set forth (i) the manner and basis of converting the membership interests of each class of members of the corporation into shares or other securities, obligations, rights to acquire shares, or other securities, cash, other property, or any combination of the foregoing or (ii) a statement that the membership interests of the members will be canceled without consideration as a result of the corporation's conversion to a domestic stock corporation.

C. The articles of restatement shall set forth the text of the amended and restated articles of incorporation that comply with the requirements of Chapter 9 (§ 13.1-601 et seq.) as they will be in effect immediately upon the consummation of the conversion.

D. If the Commission finds that the articles of restatement comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of restatement in accordance with § 13.1-889.

1989, c. 609; 2015, c. 623.

§ 13.1-943. Fees.

Upon the filing of the articles of restatement to convert to a domestic stock corporation, in addition to the fees required by § 13.1-816 for filing articles of restatement, a corporation shall also pay a fee equal to that required for a newly chartered stock corporation authorized to issue the same number of shares, as set forth in subsection A of § 13.1-615.1.

1989, c. 609; 2015, c. 623.

§ 13.1-944. Effect of conversion.

A. When a conversion under this article becomes effective:

1. The corporation continues its existence as a domestic stock corporation subject to the provisions of Chapter 9 (§ 13.1-601 et seq.);

2. The directors of the corporation continue in office until their terms expire and new directors are elected by the shareholders;

3. The title to all real estate and other property remains in the domestic stock corporation without reversion or impairment;

4. The liabilities remain the liabilities of the domestic stock corporation;

5. A pending proceeding may be continued by or against the domestic stock corporation as if the conversion did not occur;

6. The amended and restated articles of incorporation set forth in the articles of restatement shall constitute the articles of incorporation of the domestic stock corporation;

7. The membership interests, if any, of the corporation are reclassified into shares or other property, or canceled, in accordance with the articles of restatement, and the members of the corporation are entitled only to the rights provided in the articles of restatement;

8. The domestic stock corporation is deemed to:

a. Be a domestic stock corporation for all purposes;

b. Be the same corporation without interruption as the converting corporation that existed prior to the conversion; and

c. Have been incorporated on the date that the converting corporation was originally incorporated; and

9. The corporation shall cease to be a corporation organized under the provisions of this chapter.

B. Any member of a corporation that converts to a domestic stock corporation who, prior to the conversion, was liable for the liabilities or obligations of the corporation is not released from those liabilities or obligations by reason of the conversion.

1989, c. 609; 2015, c. 623.

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

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