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

Guide For Articles Of Entity Conversion Virginia LLC Converting To A Virginia Corporation Form. This is a Virginia form and can be used in Limited Liability Company Secretary Of State .
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COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC722.12-CORP GUIDE FOR ARTICLES OF ENTITY CONVERSION (07/05) (Virginia limited liability company converting to a Virginia corporation) ARTICLES OF ENTITY CONVERSION OF (name of limited liability company) The undersigned limited liability company, 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 limited liability company immediately prior to the filing of these articles of entity conversion is_______________________. The limited liability company sha ll convert to a Virginia corporation and its nameshall 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 incorporation of the surviving corporation 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 interests of the limited liability company will be converted into shares of the surviving corporation.) C. (Set forth any additional provisions that are included in the plan of entity conversion.) THREE (State how the plan was adopted by the members of the limited liability company using (1) or (2), below, whichever is applicable.) (1) The plan of entity conversion was adopted by the unanimous vote of the members of the limited liability company. OR (2) The plan of entity conversion was adopted by the members of the limited liability company in the manner provided in the limited liability companys operating agreement or articles of organization for amendments. FOUR (If applicable, set forth a statement that the person signing the articles has been delegated the right andpower to manage the business and affairs of t he limited liability company. See instructions.) Executed in the name of the limited liability company by: (signature) (date) (printed name) (title) (limited liability companys 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-CORP 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 interests of the limited liabilitycompany into shares of the surviving corporation. See 13.1-722.10 of the Code of Virginia. The articles of incorporation of the surviving stock corporation, which must comply with the requirements of Chapter 9 of Title 13.1 of the Code of Virginia must be attached to the articles of entity conversion. Form SCC619contains the minimum number of provisions required by Virginia law to be set forth in the articles of incorporationof a Virginia corporation. You may download the form from our website at www.scc.virginia.gov/division/clk/fee_bus.htm . The name of the surviving corporation must satisfy the requirements of 13.1-630 of the Code of Virginia. The corporate name must contain the word "corporation," "incorporated," "company" or "limited"; or the abbreviation "corp.," "inc.," "co." or "ltd." The name of the corporation may not contain any word or phrase which indicates orimplies that it is organized for the purpose of conducting any business other than a business which it is authorizedto conduct. The proposed name must be distinguishable upon the records of the Commission. See 13.1-630 of the Code of Virginia. To check the availability of a corporate name, please contact the Clerks Office Call Centerat (804) 371-9733 or toll-free in Virginia at (866) 722-2551. The plan of entity conversion must be approved by the members of the limited liability company in the manner provided in the limited liability companys operating agreement or articles of organization for amendments or, if nosuch provision is made in an operating agreement or ar ticles of organization, by the unanimous vote of the members of the limited liability company. See 13.1-722.11 of the Code of Virginia. The articles of entity conversion must be signed by a manager or other person who has been delegated the right andpower to manage the business and affairs of the limited liability company, or if no managers or other such personshave been selected, by any member of the limited liability comp any, or if the limited liability company is in the hands ofa receiver, trustee, or other court-a ppointed fiduciary, by that fiduciary. See 13.1-1003 of the Code of Virginia.IMPORTANT: If the articles are being signed by a person, not a manager or member, who has been delegated the right and power to manage the business and affairs of the limited liability company, this must be set forth inthe articles (i.e., include Article Four). The delegation of the right and power to manage the business and affairsof the limited liability company will not be inferred from execution of the articles by a person with the title ofpresident or other officer of the limited liability company. 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. Send the original, signed articles of entity conversion and t he articles of incorporation to the Clerk of the StateCorpora
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