Title 13.1, Title 13.1. Corporations

A. Whenever a foreign business trust registered to transact business in this Commonwealth is a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it is organized, and that business trust is the surviving entity of the merger, it shall, wit…

A. Whenever a foreign business trust that is registered to transact business in the Commonwealth converts to another type of entity, the surviving or resulting entity shall, within 30 days after such entity conversion becomes effective, file with the Commission a copy of the inst…

The Commission shall assess and collect the annual registration fees imposed by this chapter. When the Commission receives payment of a registration fee assessed against a domestic or foreign business trust, such payment shall be applied against any unpaid registration fees previ…

A. Every domestic business trust, and every foreign business trust registered to transact business in the Commonwealth, shall pay into the state treasury on or before October 1 in each year after the calendar year in which it was formed or registered to transact business in the C…

A. Any domestic or any foreign business trust that fails to pay the annual registration fee into the state treasury within the time prescribed in § 13.1-1252 shall incur a penalty of $25, which shall be added to the amount of the annual registration fee due. The penalty prescribe…

A. The Commission shall not file or issue with respect to any domestic or foreign business trust any document or certificate specified in this chapter, except a statement of change pursuant to § 13.1-1221 and a statement of resignation pursuant to § 13.1-1222, until all fees, fin…

The provisions of §§ 13.1-775.1 and 58.1-2814, so far as they are applicable, shall apply to the annual registration fees and penalties imposed by this chapter.

Unless the governing instrument provides otherwise, a domestic business trust may merge with or into one or more business trusts or other business entities formed or organized or existing under the laws of Virginia or any other state or the United States or any foreign country or…

A. Unless otherwise provided in the articles of trust or the governing instrument of a business trust, a merger shall be approved by each business trust that is to merge by the affirmative vote of the trustees and the holders of two-thirds of the outstanding beneficial interests …

In connection with a merger, rights or securities of, or interests in, a business trust or other business entity that is a constituent party to the merger may be exchanged for or converted into cash, property, rights, or securities of, or interests in, the successor business trus…

A. After a plan of merger is approved by each party to the merger, the surviving business trust or other surviving business entity shall file with the Commission articles of merger executed by each party to the merger setting forth: 1. The name and jurisdiction of formation or or…

A. Notwithstanding anything to the contrary contained in the governing instrument of a business trust, a governing instrument of a business trust containing a specific reference to this section may provide that an agreement of merger approved in accordance with this article may: …

When a merger takes effect: 1. The separate existence of each business trust, corporation, partnership, limited partnership, or limited liability company party to the merger, except the successor, ceases. 2. The shares of beneficial interests of each business trust party to the m…

A. Unless otherwise provided in the plan of merger or in the laws under which a foreign business trust or a domestic or foreign other business entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been approved as required by this …

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, partn…

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 …

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 en…

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, b…

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 im…

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 o…

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…

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…

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 bu…

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…

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. 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 …

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 o…

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 aba…

A. A business trust shall keep minutes of all meetings of its beneficial owners and trustees, a record of all actions taken by the beneficial owners or trustees without a meeting, and a record of all actions taken by a committee of the trustees on behalf of the business trust. B.…

A. Subject to subsection C of § 13.1-1280, a beneficial owner of a business trust is entitled to inspect and copy, during regular business hours at the business trust's principal office, any of the records of the business trust described in subsection E of § 13.1-1278 if he gives…

A. A beneficial owner's agent or attorney has the same inspection and copying rights as the beneficial owner he represents. B. The right to copy records under § 13.1-1279 includes, if reasonable, the right to receive copies made by photographic or other means. C. The business tru…

A. If a business trust does not allow a beneficial owner who complies with subsection A of § 13.1-1279 to inspect and copy any records required by that subsection to be available for inspection, the circuit court in the city or county where the business trust's principal office i…

A. The rule that statutes in derogation of the common law are to be strictly construed shall have no application to this chapter. B. This chapter shall be construed in furtherance of the policies of giving maximum effect to the principle of freedom of contract and of enforcing go…

The General Assembly shall have the power to amend or repeal all or part of this chapter at any time and all domestic and foreign business trusts subject to this chapter shall be subject to the amendment or repeal.

Unless otherwise provided, the provisions of this chapter shall apply to all real estate investment trusts created under former Chapter 9 (§ 6-577 et seq.) of Title 6 and Chapter 9 (§ 6.1-343 et seq.) of Title 6.1 as in effect immediately prior to the effective date of this chapt…

A. Whenever the records in the office of the clerk of the Commission reflect that a domestic or foreign business trust has changed or corrected its name, merged into a domestic or foreign corporation, limited liability company, business trust, limited partnership or partnership, …