Code of Virginia

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Code of Virginia
Title 13.1. Corporations
Chapter 12. Virginia Limited Liability Company Act
5/8/2021

§ 13.1-1080. Abandonment of domestication.

A. Unless otherwise provided in a plan of domestication of a domestic limited liability company to become a foreign limited liability company, after the plan has been approved as required by this article, and at any time before the certificate of organization surrender has become effective, the domestication may be abandoned without action by the members in accordance with any procedures set forth in the plan of domestication or, if no procedures are set forth in the plan, by a vote of the members of the domestic limited liability company that is equal to or greater than the vote cast for the plan of domestication pursuant to § 13.1-1076.

B. If a domestication is abandoned under subsection A after articles of organization surrender have been filed with the Commission but before the certificate of organization surrender has become effective, a statement that the domestication has been abandoned in accordance with this section shall be delivered to the Commission for filing before the effective time and date of the certificate of organization surrender. Upon filing, the statement shall take effect and the domestication shall be deemed abandoned and shall not become effective.

C. If the domestication of a foreign limited liability company into the Commonwealth is abandoned in accordance with the laws of the jurisdiction in which the foreign limited liability company is organized after articles of domestication have been filed with the Commission but before the certificate of domestication has become effective, a statement that the domestication has been abandoned shall be delivered to the Commission for filing before the effective time and date of the certificate of domestication. Upon filing, the statement shall take effect and the domestication shall be deemed abandoned and shall not become effective.

2006, c. 912; 2016, c. 288.

The chapters of the acts of assembly referenced in the historical citation at the end of this section may not constitute a comprehensive list of such chapters and may exclude chapters whose provisions have expired.