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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 GUIDE FOR ARTIC LES OF ENTITY CONVERSION (07/05) (Virginia corporation converting to a Virginia limited liability company) ARTICLES OF ENTITY CONVERSION OF (name of corporation) The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article 12.2 of the Code of Virginia, hereby executes the following articles of entity conversion and sets forth: ONE The name of the corporation immediately prior to the filing of these articles of entity conversion is ____________.The corporation shall convert to a Virginia limited liability company and its name shall be ___________________. TWO (Set forth the plan of entity conversion. See 13.1-722.10 of the Code of Virginia for the statutory provisionsrelated to the plan.) A. The full text of the articles of organization of the surviving limited liability company as they will be in effect immediately after consummation of the conversion are attached hereto. B. (Set forth the manner and basis by which the outstanding shares of the corporation will be converted into interests of the surviving limited liability company.) C. (Set forth any additional provisions that are included in the plan of entity conversion.) THREE (State how the plan was adopted by the shareholders of the co rporation using (1) or (2), below, whichever is applicable.) (1) The plan of entity conversion was adopted by the unanimous consent of the shareholders. OR (2) 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: (a) The designation, number of outstanding shares, an d number of votes entitled to be cast by each voting group entitled to vote separately on the plan of entity conversion were: Designation Number of outstanding shares Number of votes _______________ ________________________ ____________ _______________ ________________________ ____________ (b) The total number of: (i) Votes cast for and against the plan by each voting group entitled to vote separately on the plan was: Voting group Total votes FOR Total votes AGAINST ____________ _____________ _________________ ____________ _____________ _________________ OR (ii) Undisputed votes cast for the plan separately by each voting group was: Voting group Total undisputed votes FOR ____________ ______________________ ____________ ______________________ (c) And the number cast for the plan by each voting group was sufficient for approval by that voting group.Executed in the name of the corporation by: (signature) date) ( (printed name) title) ( (corporations SCC ID no.) telephone n (umber (optional)) THIS FORM IS TO BE USED AS A GUIDE ONLY. SEE INSTRUCTIONS ON THE REVERSE American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2 INSTRUCTIONS Guideform SCC722.12-LLC has been produced by t he Commission as a guide to help you prepare the corporations articles of entity conversion. Please note, however, that this guideform with the blanks filled in willnot be accepted. You must separately type the articles, using this form as a guide, inserting appropriate information and omitting inapplicable text (such as the Commissions seal, the first four lines of the guidelinescaption, and the italicized portions). 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 the left, top and bottom margins and 1/2" on the right margin. Use only one side of a page. You can download this form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm . The plan of entity conversion must set forth the manner and basis of converting the outstanding shares of the corporation into interests of the surviving limited liability company. See 13.1-722.10 of the Code of Virginia.The articles of organization of the surviving limited liability company, which must comply with the requirements ofChapter 12 of Title 13.1 of the Code of Virginia must be attached to the articles of entity conversion. Form LLC-1011 contains the minimum number of provisions required by Virginia law to be set forth in the articles of organization of a Virginia limited liability company. You may download the form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm . The name of the surviving limited liability company must satisfy the requ irements of 13.1-1012 of the Code of Virginia. The 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.". The proposed limited liability company name must be distinguishable upon the records of the Commission. See 13.1-1012 of the Code of Virginia. To check the availability of a limited liability company name, please contact the Clerks Office Call Center at (804) 371-9733 ortoll-free in Virginia at (866) 722-2551. The plan of entity conversion must be adopted by the board of directors and approved by each voting group of shareholders entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that votinggroup, unless the board of directors require a greater vote or the articles of incorporation provide for a greater orlesser vote. See 13.1-722.11 of the Code of Virginia. The articles of entity conversion must be executed in the name of the corporation by the chairman or any vice- chairman of the board of directors, the president, or any other of its officers authorized to act on behalf of thecorporation. It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material respect with intent that the document be delivered to the Commission for filing. The Commission cannot file or issue any certificate with respect to an entity until all fees to be collected by the Commission under Title 12.1 or 13.1 of the Code of Virginia have been paid by or on behalf of such entity. Submit the original, signed articles of entity conversion and articles of organization to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virg inia 23218-1197, (Street address: 1300 East Main st Street, Tyler Building, 1 Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of$100.00 , payable to the State Corporation Commissio
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