Corporation-to-LLC Statutory Conversion Approval and Filing Requirements in Virginia

At a glance

Requirements one by one

Direct route, plan, and board action

Virginia expressly permits a domestic stock corporation to convert directly into a domestic LLC. It may instead become a foreign LLC only when the foreign entity's organic law permits the conversion. Va. Code §§ 13.1-603, 13.1-722.8-.10, and 13.1-1082(B).

The plan identifies the corporation and resulting LLC, the LLC's jurisdiction and entity type, the treatment of shares and share-acquisition rights, the resulting organic rules and public record when applicable, and the other terms. Plan terms may depend on objectively ascertainable outside facts, but the plan must state how to determine those facts and how they operate. Va. Code §§ 13.1-604(L), 13.1-722.10.

For the meeting route, the board first adopts the plan, submits it to shareholders, and ordinarily recommends approval. If conflicts or special circumstances cause the board not to recommend it, the board tells shareholders the basis; it may also condition shareholder approval or effectiveness. A unanimous written shareholder action under the general consent statute instead requires no board action. Va. Code §§ 13.1-722.11(A)(1)-(3), 13.1-657(A).

Shareholder approval, notice, and liability consent

At a meeting with a quorum, the default threshold is more than two-thirds of all votes entitled to be cast on the plan, plus more than two-thirds of the votes entitled to be cast by each separately voting class or series. The articles may set a greater or lesser threshold, but not below a majority of the votes cast by each voting group at a meeting with a group quorum. The board may also impose a greater vote as a plan-approval condition. The conversion article states no separate no-issued-share exception. Va. Code § 13.1-722.11(A)(3), (5).

Every shareholder, including a nonvoting holder, receives meeting notice 25 to 60 days beforehand. The notice identifies the conversion purpose and includes the plan or a summary plus the resulting entity's written organic rules. Va. Code §§ 13.1-722.11(A)(4), 13.1-658(A).

Unanimous written shareholder consent is available. The articles may authorize less-than-unanimous consent using the votes that would be needed if all shares were present and voted, subject to the statute's conditions. Nonvoting and nonconsenting holders then receive the applicable meeting-equivalent materials within 10 days after sufficient consents are delivered or later tabulated. A shareholder who will become subject to interest-holder liability must separately sign written consent to that liability. Va. Code §§ 13.1-657, 13.1-722.11(C).

Filings, effective time, and abandonment

The corporation files articles of conversion containing the entity histories, the plan and approval date, and either the unanimous-consent recital or the board-submission and required-approval recital. An authorized officer signs in the corporation's name. A foreign destination adds the statutory Virginia process appointment, mailing address, and address-update commitment. Va. Code §§ 13.1-604(F), 13.1-722.12(A).

For a domestic LLC, the SCC requires both the articles of conversion and Form LLC-1011 articles of organization. The LLC articles state its name, initial registered office and qualified agent, and principal-office address. The two conversion filings may be combined if the result satisfies both governing statutes. Va. Code §§ 13.1-722.12(C), 13.1-1011.

The statutory and current SCC fee is $100. The certificate is effective when the Commission issues it unless the articles specify a later time or date; the outer limit is 11:59 p.m. on the fifteenth day after issuance. A material plan amendment returns to the holders when § 13.1-722.12:1(A) requires it. Before effectiveness, the corporation may abandon under the plan or board-determined procedure; if articles are already filed, it files the prescribed statement of abandonment before the effective time. Filed articles may be corrected for the listed defects within 30 days. Va. Code §§ 13.1-606-.607, 13.1-616, 13.1-722.12:1.

Continuity and external boundaries

Property and contract rights remain with the converted LLC without reversion or impairment. Debts, obligations, and liabilities continue, pending cases may use either entity name, and shares convert under the plan subject to any appraisal rights. The LLC is the same entity without interruption, keeps the original formation date, and does not wind up or dissolve merely because it converted. Va. Code § 13.1-722.13(A), (F).

For a foreign LLC, destination law controls whether conversion is permitted, and the Virginia filing includes the specified process and appraisal-payment commitments. Those statutory rules do not establish tax treatment, preserve a license, satisfy securities law, supply a contract or lender consent, decide creditor priority, or complete foreign qualification. Va. Code §§ 13.1-722.9(A), 13.1-722.12(A)(4), 13.1-722.13(B).

What trips people up

The vote fraction and denominator are both important. Virginia's default is more than two-thirds of votes entitled to be cast, not merely two-thirds of the votes actually cast. A permitted articles provision may lower the threshold, but never below a majority of votes cast by each entitled group at a meeting where that group has a quorum. Va. Code § 13.1-722.11(A)(5).

The plan includes the resulting entity's organic rules, but private organic rules are not included with the public articles of conversion. The public domestic-LLC package separately includes LLC-1011 articles of organization. Va. Code §§ 13.1-722.10(A)(5), 13.1-722.12; Virginia SCC conversion filing table.

Common questions

Can shareholders approve without a meeting?

Yes. Unanimous written consent is available, and the articles may authorize a less-than-unanimous route subject to § 13.1-657's conditions and postaction notice rules.

Does every shareholder need to approve?

Not under the ordinary voting rule. The default uses more than two-thirds of all votes entitled on the plan and the same threshold for each separately entitled class or series. But every holder who would acquire interest-holder liability must separately sign written consent. Va. Code § 13.1-722.11(A)(5), (C).

Does conversion transfer the corporation's property to a new entity?

No. The statute says property and contract rights remain without reversion or impairment and treats the LLC as the same entity without interruption. Va. Code § 13.1-722.13(A).

Statutes and sources

• Virginia Stock Corporation Act chapter 9 supplies §§ 13.1-604, 13.1-606-.607, 13.1-616, 13.1-657-.658, and 13.1-722.8-.13. Accessed September 6, 2026.
• Virginia Limited Liability Company Act chapter 12 supplies §§ 13.1-1011 and 13.1-1082. Accessed September 6, 2026.
• Virginia SCC conversion filing table lists the articles of conversion, LLC-1011, online filing, and current $100 fee. Accessed September 6, 2026.