As used in this article, unless the context requires a different meaning: “Articles of organization” has the same meaning specified in § 13.1-1002. “Converting entity” means the domestic or foreign business trust, corporation, limited liability company, limited partnership, partnership, or other entity that adopts a plan of domestication or plan of entity conversion pursuant to […]
A. A foreign business trust may become a domestic business trust if the laws of the jurisdiction in which the foreign entity is formed authorize it to domesticate in another jurisdiction. The laws of this Commonwealth shall govern the effect of domesticating in this Commonwealth pursuant to this article. B. A domestic business trust not […]
A. The plan of domestication shall set forth: 1. The name of the state or other jurisdiction under whose laws the domestic business trust or foreign entity is formed, organized, or incorporated; 2. A statement of the jurisdiction in which the domestic business trust or foreign entity is to be domesticated; 3. The terms and […]
A. The plan of domestication shall be approved by the trustees of the domestic business trust in the manner provided in the business trust’s governing instrument or articles of trust for amendments or, if no such provision is made in a governing instrument or articles of trust, by the sole trustee or a majority of […]
A. After the domestication of a foreign entity is approved in the manner required by the laws of the jurisdiction in which the foreign entity is formed, the foreign entity shall file with the Commission articles of domestication setting forth: 1. The name of the foreign entity immediately prior to the filing of the articles […]
A. Whenever a domestic business trust has adopted and approved, in the manner required by this article, a plan of domestication providing for the business trust to be domesticated under the laws of another jurisdiction, the business trust shall file with the Commission articles of trust surrender setting forth: 1. The name of the business […]
A. When a foreign business trust’s certificate of domestication in this Commonwealth becomes effective, with respect to that business trust: 1. The title to all real estate and other property remains in the business trust without reversion or impairment; 2. The liabilities remain the liabilities of the business trust; 3. A proceeding pending may be […]
A. Unless otherwise provided in the plan of domestication, after a plan of domestication has been approved by a domestic business trust as required by this article, and at any time before the certificate of trust surrender or certificate of domestication has become effective, the plan may be abandoned by the business trust without action […]
A. A domestic business trust may become a domestic limited liability company pursuant to a plan of entity conversion that is approved by the domestic business trust in accordance with the provisions of this article. B. A domestic limited liability company may become a domestic business trust pursuant to a plan of entity conversion that […]
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’s intention to convert to a domestic limited liability company; b. The terms and conditions of the conversion, including the manner and […]
A. In the case of a domestic business trust that is a converting entity, unless the articles of trust or governing instrument of the business trust provides otherwise, the plan of entity conversion shall be approved by the trustees of the business trust in the manner provided in a written governing instrument for amendments to […]
A. After the conversion of a domestic business trust into a domestic limited liability company has been approved as required by this article, the converting entity shall deliver to the Commission for filing articles of entity conversion setting forth: 1. The name of the domestic business trust immediately before the filing of the articles of […]
A. When an entity conversion under this article becomes effective, with respect to that entity: 1. The title to all real estate and other property remains in the resulting entity without reversion or impairment; 2. The liabilities of the converting entity remain the liabilities of the resulting entity; and 3. A proceeding pending may be […]
A. Unless otherwise provided in the plan of entity conversion, after a plan of entity conversion has been approved by the converting entity in the manner required by this article and at any time before the certificate of entity conversion has become effective, the plan may be abandoned by the converting entity without action by […]
