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Can you convert a Virginia corporation to a Virginia LLC?

Can you convert a Virginia corporation to a Virginia LLC?

Posted by Bernard Dietz | Jun 11, 2007 | 0 Comments

Every once in a while I am asked questions regarding the possiblity of converting a Virginia corporation to a Virginia LLC.  Corporate owners sometimes want the benefit of the relaxed requirements of operating an LLC (no required annual meetings, no required annual report, less expensive SCC renewal fees, etc.) but don't want to go through the hassle of dissolving their corporation and reforming as an LLC because of the expense, difficulty, legal risks, etc. 

The answer is that you may convert your Virginia corporation to a Virginia LLC without shutting down and starting all over (see VA Code section 13.1-722.9 if you don't believe me).  To accomplish this, you must file Articles of Conversion which need to contain a detailed conversion plan for your stock (how you're going to convert the stock of your corporation into membership units of the LLC).  You must also include Articles of Organization for the resulting LLC as an attachment. It's a bit complicated to get all of these documents done correctly, so you may want to use the services of an attorney that has done this before to get it done properly and efficiently.

One of the nice benefits of converting rather than shutting down and forming a new LLC is that under the Virginia Code (section 13.1-722.13), there was no interruption of the company (and therefore your limited liability never lapsed).

One thing to note, as well, is that it works the other way, too – a Virginia LLC can convert to a Virginia corporation (see VA Code Section 13.1-1010.4). Not sure why you would want to do that, though…

About the Author

Bernard Dietz

Bernie Dietz is a Virginia lawyer and Virginia business attorney with more than 15 years of experience as both an attorney and a business executive, which gives him a unique view into the special needs of small to medium sized businesses. He has worked in business development, sales, and marketin...


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