2015 Code of Virginia
Title 13.1 - Corporations
§ 13.1-722.14. Abandonment of entity conversion

A. Unless otherwise provided in a plan of entity conversion of a corporation to become a limited liability company, after the plan has been approved and adopted as required by this article, and at any time before the certificate of entity conversion has become effective, the conversion may be abandoned by the corporation without action by the shareholders in accordance with any procedures set forth in the plan of entity conversion or, if no such procedures are set forth in the plan of entity conversion, in the manner determined by the board of directors.

B. Unless otherwise provided in a plan of entity conversion of a limited liability company to become a corporation, after the plan has been approved and adopted as required by this article, and at any time before the certificate of entity conversion has become effective, the conversion may be abandoned in the manner set forth in the plan of entity conversion or, if no such procedures are set forth in the plan of entity conversion, 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 entity conversion pursuant to subsection B of § 13.1-722.11.

C. If an entity conversion is abandoned under subsection A or B after articles of entity conversion have been filed with the Commission but before the certificate of entity conversion has become effective, written notice that the entity conversion has been abandoned in accordance with this section shall be filed with the Commission prior to the effective time and date of the certificate of entity conversion. The notice shall take effect upon filing and the entity conversion shall be deemed abandoned and shall not become effective.

2001, c. 545; 2002, c. 1; 2015, c. 623.