                                 CODE OF VIRGINIA

PLAN OF ENTITY CONVERSION (§ 13.1-1273)

A. In the case of a domestic business trust that is a converting entity:

   1. The business trust shall approve a plan of entity conversion setting forth:
   				a. A statement of the business trust&#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 beneficial
   interests of the business trust into membership interests of the limited
   liability company, preserving the ownership proportion and relative rights,
   preferences, and limitations of each beneficial interest;				c. As an
   attachment to the plan, the full text of the articles of organization 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 trustees
   shall not alter or change any of the terms or conditions of the plan if the
   change would adversely affect the beneficial interests of the converting
   entity, unless the amendment has been approved by the trustees in the manner
   set in &#xA7; 13.1-1274.

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 business trust;				b. The terms and
   conditions of the conversion, including the manner and basis of converting the
   partnership interests of the limited partnership or partnership into
   beneficial interests of the business trust, 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 trust 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
   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 has been
   approved by the partners in the manner set forth in &#xA7; 13.1-1274;
   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 has been approved by the partners in the manner set forth in &#xA7;
   13.1-1274.

C. In the case of an other entity that is a converting entity:

   1. The other entity shall approve a plan of entity conversion setting forth:
   				a. A statement of the other entity&#8217;s intention to convert to a
   domestic business trust;				b. The terms and conditions of the conversion,
   including the manner and basis of converting the interests of the other entity
   into beneficial interests of the business trust, preserving the ownership
   proportion and relative rights, preferences, and limitations of each interest
   of the other entity;				c. As an attachment to the plan, the full text of the
   articles of trust 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
   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 persons
   who are authorized to approve the plan of entity conversion on behalf of the
   other entity shall not alter or change any of the terms or conditions of the
   plan if the change would adversely affect the interests of the other entity,
   unless the amendment has been approved by the persons who are authorized to
   approve the plan in the manner set forth in &#xA7; 13.1-1274.

HISTORY: 2002, c. 621; 2016, c. 288.