{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1087.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1087.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1087.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1087.html"}],"law_id":69772,"edition_id":1,"section_id":69772,"structure_id":15569,"section_number":"13.1-1087","catch_line":"Abandonment of entity conversion","history":"2016, c. 288; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nUnless 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\n\nWhen 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\n\nWhen 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; and3\n\nWhen 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\n\nIf 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\n\nThe statement of abandonment shall contain:1\n\nThe name of the converting entity and its entity type;2\n\nThe name of the resulting entity set forth in the articles of conversion;3\n\nThe date on which the articles of entity conversion were filed with the Commission;4\n\nThe date and time on which the Commission’s certificate of entity conversion becomes effective; and5\n\nA statement that the entity conversion is being abandoned in accordance with this section.","order_by":null,"text":{"0":{"id":252171,"text":"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:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":252172,"text":"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;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":252173,"text":"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","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":252174,"text":"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.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":252175,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3","next_prefix":"C"},"5":{"id":252176,"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"},"6":{"id":252177,"text":"The name of the converting entity and its entity type;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"7":{"id":252178,"text":"The name of the resulting entity set forth in the articles of conversion;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"8":{"id":252179,"text":"The date on which the articles of entity conversion 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"},"9":{"id":252180,"text":"The date and time on which the Commission’s certificate of entity conversion becomes effective; and","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"10":{"id":252181,"text":"A statement that the entity conversion 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":15569,"edition_id":1,"name":"Conversion","identifier":"15","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:56:24","date_modified":"2026-06-26 03:56:24","permalink":{"id":148553,"object_type":"structure","relational_id":15569,"identifier":"15","token":"13.1\/12\/15","url":"\/13.1\/12\/15\/","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":70285,"structure_id":15569,"section_number":"13.1-1081","catch_line":"Definitions","url":"\/13.1-1081\/","token":"13.1\/12\/15\/13.1-1081","metadata":false},{"id":70548,"structure_id":15569,"section_number":"13.1-1082","catch_line":"Entity conversion","url":"\/13.1-1082\/","token":"13.1\/12\/15\/13.1-1082","metadata":false},{"id":59386,"structure_id":15569,"section_number":"13.1-1083","catch_line":"Plan of entity conversion","url":"\/13.1-1083\/","token":"13.1\/12\/15\/13.1-1083","metadata":false},{"id":83321,"structure_id":15569,"section_number":"13.1-1084","catch_line":"Action on plan of entity conversion","url":"\/13.1-1084\/","token":"13.1\/12\/15\/13.1-1084","metadata":false},{"id":62656,"structure_id":15569,"section_number":"13.1-1085","catch_line":"Articles of entity conversion","url":"\/13.1-1085\/","token":"13.1\/12\/15\/13.1-1085","metadata":false},{"id":80660,"structure_id":15569,"section_number":"13.1-1086","catch_line":"Effect of entity conversion","url":"\/13.1-1086\/","token":"13.1\/12\/15\/13.1-1086","metadata":false},{"id":69772,"structure_id":15569,"section_number":"13.1-1087","catch_line":"Abandonment of entity conversion","url":"\/13.1-1087\/","token":"13.1\/12\/15\/13.1-1087","metadata":false}],"previous_section":{"id":80660,"structure_id":15569,"section_number":"13.1-1086","catch_line":"Effect of entity conversion","url":"\/13.1-1086\/","token":"13.1\/12\/15\/13.1-1086","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1087\/","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":83321,"section_number":"13.1-1084","catch_line":"Action on plan of entity conversion","order_by":null,"url":"\/13.1-1084\/"}],"permalink":{"id":148579,"object_type":"law","relational_id":69772,"identifier":"13.1-1087","token":"13.1\/12\/15\/13.1-1087","url":"\/13.1-1087\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1087\/","token":"13.1\/12\/15\/13.1-1087","dublin_core":{"Title":"Abandonment of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1087","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the plan of entity conversion<\/span>, after a plan of entity conversion<\/span> has been approved by a converting entity<\/span> in the manner required by this article, and at any time before the certificate of entity conversion<\/span> has become effective, the plan may be abandoned by the converting entity<\/span> without action by its members<\/span> 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: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> When the converting entity<\/span> is a domestic limited liability company<\/span><\/span>, by a vote of the members<\/span>, managers<\/span><\/span>, or organizers of the limited liability company<\/span> that is equal to or greater than the vote cast for the plan of entity conversion<\/span> pursuant to subsection A of § 13.1-1084<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> When the converting entity<\/span> is a domestic partnership<\/span>, 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<\/span> pursuant to subsection B of § 13.1-1084<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> When the converting entity<\/span> is a domestic limited partnership<\/span>, 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<\/span> pursuant to subsection C of § 13.1-1084<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If an entity conversion<\/span> is abandoned after articles of entity conversion<\/span> have been filed with the Commission<\/span> but before the certificate of entity conversion<\/span> has become effective, a statement of abandonment shall be signed on behalf of the converting entity<\/span> and delivered to the Commission<\/span> for filing prior to the effective time and date of the certificate of entity conversion<\/span>. 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 entity conversion<\/span> 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 the converting entity<\/span> and its entity type; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name of the resulting entity<\/span> set forth in the articles of conversion; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date on which the articles of entity conversion<\/span> 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 entity conversion<\/span> becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the entity conversion<\/span> is being abandoned in accordance with this section. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nABANDONMENT OF ENTITY CONVERSION (\u00a7 13.1-1087)\n\nA. Unless otherwise provided in the plan of entity conversion, after a plan of\nentity conversion has been approved by a converting entity in the manner\nrequired by this article, and at any time before the certificate of entity\nconversion has become effective, the plan may be abandoned by the converting\nentity without action by its members or partners, as the case may be, in\naccordance with any procedures set forth in the plan or, if no such procedures\nare set forth in the plan:\n\n 1. When the converting entity is a domestic limited liability company, by a\n vote of the members, managers, or organizers of the limited liability company\n that is equal to or greater than the vote cast for the plan of entity\n conversion pursuant to subsection A of § 13.1-1084;\n\n 2. When the converting entity is a domestic partnership, by a vote of the\n partners of the partnership that is equal to or greater than the vote cast for\n the plan of entity conversion pursuant to subsection B of § 13.1-1084;\n and\n\n 3. When the converting entity is a domestic limited partnership, by a vote of\n the partners of the limited partnership that is equal to or greater than the\n vote cast for the plan of entity conversion pursuant to subsection C of §\n 13.1-1084.\n\nB. If an entity conversion is abandoned after articles of entity conversion have\nbeen filed with the Commission but before the certificate of entity conversion\nhas become effective, a statement of abandonment shall be signed on behalf of\nthe converting entity and delivered to the Commission for filing prior to the\neffective time and date of the certificate of entity conversion. 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 entity conversion shall be deemed abandoned and shall not\nbecome effective.\n\nC. The statement of abandonment shall contain:\n\n 1. The name of the converting entity and its entity type;\n\n 2. The name of the resulting entity set forth in the articles of conversion;\n\n 3. The date on which the articles of entity conversion were filed with the\n Commission;\n\n 4. The date and time on which the Commission’s certificate of entity\n conversion becomes effective; and\n\n 5. A statement that the entity conversion is being abandoned in accordance\n with this 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}}