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Guide For Articles Of Entity Conversion Virginia Corporation Converting To A Virginia LLC SCC722.12-LLC - Virginia

Guide For Articles Of Entity Conversion Virginia Corporation Converting To A Virginia LLC Form. This is a Virginia form and can be used in Corporation Secretary Of State .
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COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC722.12-LLC (09/16) GUIDE FOR ARTICLES OF ENTITY CONVERSION (Virginia stock corporation converting to a Virginia limited liability company) ARTICLES OF ENTITY CONVERSION OF (name of corporation) The undersigned, on behalf of the corporation named below, pursuant to Title 13.1, Chapter 9, Article 12.2 of the Code of Virginia, states as follows: 1. The name of the corporation immediately prior to the filing of these articles of entity conversion is (name of the corporation as set forth on the Commission's records). The corporation shall convert to a Virginia limited liability company and its name shall be (name of resulting limited liability company). The converting corporation was originally incorporated (or organized or formed) on (date) as a (business entity type) with the name (converting entity's original name). (For each subsequent change of entity type or jurisdiction of incorporation, organization, or formation made before the filing of these articles, set forth the effective date of the change and the converting entity's name, entity type, and jurisdiction of incorporation, organization, or formation upon consummation of the change.) The plan of entity conversion, pursuant to § 13.1-722.10 of the Code of Virginia, is set forth as follows: A. The full text of the articles of organization of the resulting limited liability company as they will be in effect upon consummation of the conversion is attached hereto. B. (Set forth the terms and conditions of the plan of entity conversion, including the manner and basis by which the outstanding shares of the corporation will be converted into interests of the resulting limited liability company. See the examples in the Instructions.) C. (Set forth any additional provisions that are included in the plan of entity conversion.) 4. (Use A, B, C, or D to set forth how the plan was adopted. See the Instructions for additional information.) A. The plan of entity conversion was approved by the unanimous consent of the shareholders. B. The plan of entity conversion was adopted by the board of directors and submitted to the shareholders in accordance with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia, and: (1) The designation, number of outstanding shares, and number of votes entitled to be cast by each voting group entitled to vote separately on the plan of entity conversion were: Designation _______________ (2) The total number of: (a) Votes cast for and against the plan by each voting group entitled to vote separately on the plan was: Voting group ____________ OR Voting group ____________ C. D. Total votes FOR _____________ Total votes AGAINST _________________ Number of outstanding shares ________________________ Number of votes ____________ 2. 3. (b) Undisputed votes cast for the plan separately by each voting group was: Total undisputed votes FOR ______________________ (3) And the number cast for the plan by each voting group was sufficient for approval by that voting group. The plan of entity conversion was duly approved by the board of directors. Shareholder approval of the plan was not required as the corporation has not issued shares. The plan of entity conversion was duly adopted by a majority of the incorporators. Shareholder approval and director adoption was not required as the corporation has not issued shares and has no directors. Signed in the name of the corporation by: (signature) (printed name) (corporation's SCC ID no.) (date) (title) (telephone number (optional)) Personal Information, such as a social security number, should NOT be included in a business entity document submitted to the Office of the Clerk for filing with the Commission. For more information, see Notice Regarding Personal Identifiable Information at www.scc.virginia.gov/clk. THIS FORM IS TO BE USED AS A GUIDE ONLY. REVIEW THE INSTRUCTIONS BEFORE SUBMITTING THE ARTICLES. American LegalNet, Inc. www.FormsWorkFlow.com INSTRUCTIONS TO FORM SCC722.12-LLC Guideform SCC722.12-LLC has been produced by the Commission as a guide to help prepare articles of entity conversion for a Virginia corporation that wants to convert to a Virginia limited liability company. Please note, however, that a marked-up version of this guideform will not be accepted. You must separately type and prepare your articles, using this form as a guide, inserting appropriate information and omitting all inapplicable portions, including the header, seal of the Commission, italicized text, and the text of options not utilized. The articles must be in the English language, typewritten or printed in black on white, opaque paper 8 1/2" by 11" in size, legible and reproducible, and free of visible watermarks and background logos. A minimum of 1" must be provided on each margin. Use only one side of a page. This form can be downloaded as a Word document from our website at www.scc.virginia.gov/clk/dom_corp.aspx. The articles of organization of the resulting limited liability company, which comply with the requirements of Chapter 12 of Title 13.1 of the Code of Virginia, must be separately attached to the plan of entity conversion that is included as a part of the articles of entity conversion. Form LLC-1011, which contains the minimum provisions required by Virginia law to be set forth in the articles of organization of a Virginia limited liability company, can be downloaded from our website at www.scc.virginia.gov/clk/dom_llc.aspx. The name of the resulting limited liability company must satisfy the requirements of § 13.1-1012 of the Code of Virginia. The proposed limited liability company name must contain the words "limited company" or "limited liability company" or the abbreviation "LC", "L.C.", "LLC" or "L.L.C.", and it must be distinguishable upon the records of the Commission from all names except the corporation's name. See § 13.1-1012 of the Code of Virginia. To check the availability of a limited liability company name, visit https://sccefile.scc.virginia.gov/NameAvailability or contact the Clerk's Office at (804) 3719733 or toll-free in Virginia, 1-866-722-2551. The plan of entity conversion must set forth the manner and basis of converting the outstanding shares of the corporation's stock into membership interests in the resulting limited liability company. This is often expressed as a ratio, as it allows one to determine the membership interest each shareholder will receive when the corporation becomes a li
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