                                 CODE OF VIRGINIA

PLAN OF ENTITY CONVERSION (§ 13.1-1083)

A. In the case of a domestic limited liability company that is a converting
entity:

   1. The limited liability company shall approve a plan of entity conversion
   setting forth:
   				a. A statement of the limited liability company&#8217;s intention to
   convert to a domestic stock corporation or business trust;				b. The terms and
   conditions of the conversion, including the manner and basis of converting the
   membership interests of the limited liability company into shares of the stock
   corporation or beneficial interests of the business trust, preserving the
   ownership proportion and relative rights, preferences, and limitations of each
   membership interest of the converting entity;				c. As an attachment to the
   plan, the full text of the articles of incorporation or articles of trust of
   the converting entity as they will be in effect upon consummation of the
   conversion; and				d. Any other provision relating to the conversion that may
   be desired.

   2. The plan of entity conversion may also include a provision that the plan
   may be amended 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 converting
   entity, unless the amendment has been approved by the members in the manner
   set forth in &#xA7; 13.1-1084.

B. In the case of a domestic partnership or limited partnership that is a
converting entity:

   1. The partnership or limited partnership shall approve a plan of entity
   conversion setting forth:
   				a. A statement of the partnership&#8217;s or limited partnership&#8217;s
   intention to convert to a domestic limited liability company;				b. The terms
   and conditions of the conversion, including the manner and basis of converting
   the partnership interests of the partnership or limited partnership into
   membership interests of the limited liability company, preserving the
   ownership proportion and relative rights, preferences, and limitations of each
   partnership interest;				c. As an 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				d. Any other provision relating to
   the conversion that may be desired.

   2. The plan of entity conversion may also include a provision that the plan of
   entity conversion may be amended before the effective time and date of the
   certificate of entity conversion. An amendment made after the submission of
   the plan:
   				a. To the partners of a partnership shall not alter or change any of the
   terms or conditions of the plan if the change would adversely affect the
   partnership interests of the partnership, unless the amendment is approved by
   the partners in the manner set forth in &#xA7; 13.1-1084; and				b. To the
   partners of a limited partnership shall not alter or change any of the terms
   or conditions of the plan if the change would adversely affect the partnership
   interests of the limited partnership, unless the amendment is approved by the
   partners in the manner set forth in &#xA7; 13.1-1084.

HISTORY: 2016, c. 288.