Code of Virginia

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Code of Virginia
Title 13.1. Corporations
Chapter 12. Virginia Limited Liability Company Act
1/26/2022

§ 13.1-1080. Abandonment of domestication.

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

B. A domesticating limited liability company that is a foreign limited liability company may abandon its domestication to a domestic limited liability company in the manner prescribed by its organic law.

C. If a domestication is abandoned after articles of organization surrender or articles of domestication have been filed with the Commission but before the certificate of organization surrender or certificate of domestication has become effective, a statement of abandonment signed by the domesticating limited liability company shall be delivered to the Commission for filing prior to the effective time and date of the certificate of organization surrender or certificate of domestication. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the domestication shall be deemed abandoned and shall not become effective.

D. The statement of abandonment shall contain:

1. The name of the domesticating limited liability company and its jurisdiction of formation;

2. When the domesticating limited liability company is a foreign limited liability company, the name of the domesticated limited liability company set forth in the articles of domestication;

3. The date on which the articles of organization surrender or articles of domestication were filed with the Commission;

4. The date and time on which the Commission's certificate of organization surrender or certificate of domestication becomes effective; and

5. A statement that domestication is being abandoned in accordance with this section or, when the domesticating limited liability company is a foreign limited liability company, a statement that the foreign limited liability company abandoned the domestication as required by its organic law.

2006, c. 912; 2016, c. 288; 2021, Sp. Sess. I, c. 487.

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.