{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1073.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1073.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1073.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1073.1.html"}],"law_id":63352,"edition_id":1,"section_id":63352,"structure_id":15573,"section_number":"13.1-1073.1","catch_line":"Abandonment of merger","history":"2016, c. 288; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nUnless otherwise provided in the plan of merger or in the laws under which a foreign limited liability company or a domestic or foreign other business entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been approved as required by this article, and at any time before the certificate of merger has become effective, the plan may be abandoned by a domestic limited liability company that is a party to the plan 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 pursuant to § 13.1-1071, subject to any contractual rights of other parties to the plan of merger.B\n\nIf a merger is abandoned after articles of merger have been filed with the Commission but before the certificate of merger has become effective, in order for the certificate of merger to be abandoned, all parties to the plan of merger shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger. 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 merger shall be deemed abandoned and shall not become effective.C\n\nThe statement of abandonment shall contain:1\n\nThe name of each domestic and foreign limited liability company and other business entity that is a party to the merger and its jurisdiction of formation and entity type;2\n\nWhen the survivor will be a domestic stock or nonstock corporation created by the merger, the name of the survivor set forth in the articles of merger;3\n\nThe date on which the articles of merger were filed with the Commission;4\n\nThe date and time on which the Commission’s certificate of merger becomes effective; and5\n\nA statement that the merger is being abandoned in accordance with this section.","order_by":null,"text":{"0":{"id":230874,"text":"Unless otherwise provided in the plan of merger or in the laws under which a foreign limited liability company or a domestic or foreign other business entity that is a party to a merger is organized or by which it is governed, after a plan of merger has been approved as required by this article, and at any time before the certificate of merger has become effective, the plan may be abandoned by a domestic limited liability company that is a party to the plan 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 pursuant to § 13.1-1071, subject to any contractual rights of other parties to the plan of merger.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":230875,"text":"If a merger is abandoned after articles of merger have been filed with the Commission but before the certificate of merger has become effective, in order for the certificate of merger to be abandoned, all parties to the plan of merger shall sign a statement of abandonment and deliver it to the Commission for filing prior to the effective time and date of the certificate of merger. 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 merger shall be deemed abandoned and shall not become effective.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":230876,"text":"The statement of abandonment shall contain:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":230877,"text":"The name of each domestic and foreign limited liability company and other business entity that is a party to the merger and its jurisdiction of formation and entity type;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":230878,"text":"When the survivor will be a domestic stock or nonstock corporation created by the merger, the name of the survivor set forth in the articles of merger;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":230879,"text":"The date on which the articles of merger were filed with the Commission;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":230880,"text":"The date and time on which the Commission’s certificate of merger becomes effective; and","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":230881,"text":"A statement that the merger is being abandoned in accordance with this section.","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4"}},"ancestry":[{"id":15573,"edition_id":1,"name":"Merger","identifier":"13","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:56:27","date_modified":"2026-06-26 03:56:27","permalink":{"id":148497,"object_type":"structure","relational_id":15573,"identifier":"13","token":"13.1\/12\/13","url":"\/13.1\/12\/13\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75930,"structure_id":15573,"section_number":"13.1-1069.1","catch_line":"Definitions","url":"\/13.1-1069.1\/","token":"13.1\/12\/13\/13.1-1069.1","metadata":false},{"id":71316,"structure_id":15573,"section_number":"13.1-1070","catch_line":"Merger","url":"\/13.1-1070\/","token":"13.1\/12\/13\/13.1-1070","metadata":false},{"id":85965,"structure_id":15573,"section_number":"13.1-1071","catch_line":"Action on a plan of merger","url":"\/13.1-1071\/","token":"13.1\/12\/13\/13.1-1071","metadata":false},{"id":59408,"structure_id":15573,"section_number":"13.1-1072","catch_line":"Articles of merger","url":"\/13.1-1072\/","token":"13.1\/12\/13\/13.1-1072","metadata":false},{"id":84501,"structure_id":15573,"section_number":"13.1-1073","catch_line":"Effect of merger","url":"\/13.1-1073\/","token":"13.1\/12\/13\/13.1-1073","metadata":false},{"id":63352,"structure_id":15573,"section_number":"13.1-1073.1","catch_line":"Abandonment of merger","url":"\/13.1-1073.1\/","token":"13.1\/12\/13\/13.1-1073.1","metadata":false}],"previous_section":{"id":84501,"structure_id":15573,"section_number":"13.1-1073","catch_line":"Effect of merger","url":"\/13.1-1073\/","token":"13.1\/12\/13\/13.1-1073","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1073.1\/","history_text":"

This law was first created in 2016. The record of its establishment is cataloged in chapter 288<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":[{"id":85965,"section_number":"13.1-1071","catch_line":"Action on a plan of merger","order_by":null,"url":"\/13.1-1071\/"}],"permalink":{"id":148519,"object_type":"law","relational_id":63352,"identifier":"13.1-1073.1","token":"13.1\/12\/13\/13.1-1073.1","url":"\/13.1-1073.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1073.1\/","token":"13.1\/12\/13\/13.1-1073.1","dublin_core":{"Title":"Abandonment of merger","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1073.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the plan of merger or in the laws<\/span> under which a foreign limited liability company<\/span><\/span> or a domestic or foreign other business entity<\/span> that is a party to a merger<\/span> is organized or by which it is governed, after a plan of merger has been approved as required by this article, and at any time before the certificate of merger has become effective, the plan may be abandoned by a domestic limited liability company<\/span><\/span> that is a party to the plan without action by its members<\/span> 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<\/span> of the limited liability company<\/span> that is equal to or greater than the vote cast for the plan pursuant to § 13.1-1071<\/a>, subject to any contractual rights of other parties to the plan of merger. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If a merger is abandoned after articles of merger have been filed with the Commission<\/span> but before the certificate of merger has become effective, in order<\/span> for the certificate of merger to be abandoned, all parties to the plan of merger shall sign a statement of abandonment and deliver it to the Commission<\/span> for filing prior to the effective time and date of the certificate of merger. If the Commission<\/span> finds that the statement of abandonment complies with the requirements of law<\/span>, it shall issue<\/span> a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission<\/span>, and the merger shall be deemed abandoned and shall not become effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The statement of abandonment shall contain: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of each domestic and foreign limited liability company<\/span><\/span> and other business entity<\/span> that is a party to the merger and its jurisdiction of formation<\/span> and entity type; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> When the survivor<\/span> will be a domestic stock or nonstock corporation created by the merger, the name of the survivor<\/span> set forth in the articles of merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date on which the articles of merger were filed with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date and time on which the Commission<\/span>’s certificate of merger becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the merger is being abandoned in accordance with this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nABANDONMENT OF MERGER (\u00a7 13.1-1073.1)\n\nA. Unless otherwise provided in the plan of merger or in the laws under which a\nforeign limited liability company or a domestic or foreign other business entity\nthat is a party to a merger is organized or by which it is governed, after a\nplan of merger has been approved as required by this article, and at any time\nbefore the certificate of merger has become effective, the plan may be abandoned\nby a domestic limited liability company that is a party to the plan without\naction by its members in accordance with any procedures set forth in the plan\nor, if no procedures are set forth in the plan, by a vote of the members of the\nlimited liability company that is equal to or greater than the vote cast for the\nplan pursuant to § 13.1-1071, subject to any contractual rights of other\nparties to the plan of merger.\n\nB. If a merger is abandoned after articles of merger have been filed with the\nCommission but before the certificate of merger has become effective, in order\nfor the certificate of merger to be abandoned, all parties to the plan of merger\nshall sign a statement of abandonment and deliver it to the Commission for\nfiling prior to the effective time and date of the certificate of merger. If the\nCommission finds that the statement of abandonment complies with the\nrequirements of law, it shall issue a certificate of abandonment, effective as\nof the date and time the statement of abandonment was received by the\nCommission, and the merger shall be deemed abandoned and shall not become\neffective.\n\nC. The statement of abandonment shall contain:\n\n 1. The name of each domestic and foreign limited liability company and other\n business entity that is a party to the merger and its jurisdiction of\n formation and entity type;\n\n 2. When the survivor will be a domestic stock or nonstock corporation created\n by the merger, the name of the survivor set forth in the articles of merger;\n\n 3. The date on which the articles of merger were filed with the Commission;\n\n 4. The date and time on which the Commission’s certificate of merger\n becomes effective; and\n\n 5. A statement that the merger is being abandoned in accordance with this\n section.\n\nHISTORY: 2016, c. 288; 2021, Sp. Sess. I, c. 487.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}