Code of Virginia

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Code of Virginia
Title 13.1. Corporations
Chapter 12. Virginia Limited Liability Company Act
1/25/2022

§ 13.1-1087. Abandonment of entity conversion.

A. Unless otherwise provided in the plan of entity conversion, after a plan of entity conversion has been approved by a 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 abandoned by the converting entity without action by its members or partners, as the case may be, in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan:

1. When the converting entity is a domestic limited liability company, by a vote of the members, managers, or organizers of the limited liability company that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection A of § 13.1-1084;

2. When the converting entity is a domestic partnership, by a vote of the partners of the partnership that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection B of § 13.1-1084; and

3. When the converting entity is a domestic limited partnership, by a vote of the partners of the limited partnership that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection C of § 13.1-1084.

B. If an entity conversion is abandoned after articles of entity conversion have been filed with the Commission but before the certificate of entity conversion has become effective, a statement of abandonment shall be signed on behalf of the converting entity and delivered to the Commission for filing prior to the effective time and date of the certificate of entity conversion. 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 entity conversion shall be deemed abandoned and shall not become effective.

C. The statement of abandonment shall contain:

1. The name of the converting entity and its entity type;

2. The name of the resulting entity set forth in the articles of conversion;

3. The date on which the articles of entity conversion were filed with the Commission;

4. The date and time on which the Commission's certificate of entity conversion becomes effective; and

5. A statement that the entity conversion is being abandoned in accordance with this section.

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.