{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1277.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1277.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1277.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1277.html"}],"law_id":61804,"edition_id":1,"section_id":61804,"structure_id":14540,"section_number":"13.1-1277","catch_line":"Abandonment of entity conversion","history":"2002, c. 621; 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 the 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 trustees 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 business trust, by a vote of the trustees of the business trust that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection A of § 13.1-1274;2\n\nWhen the converting entity is a domestic partnership, by a vote of the partners of the domestic partnership that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection B of § 13.1-1274;3\n\nWhen the converting entity is a domestic limited partnership, by a vote of the partners of the domestic limited partnership that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection C of § 13.1-1274; and4\n\nWhen the converting entity is an other entity, by a vote of the persons who had authority to approve the entity conversion on behalf of the other entity that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection D of § 13.1-1274.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 entity conversion;3\n\nThe date on which the articles of the 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":225679,"text":"Unless otherwise provided in the plan of entity conversion, after a plan of entity conversion has been approved by the 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 trustees 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":225680,"text":"When the converting entity is a business trust, by a vote of the trustees of the business trust that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection A of § 13.1-1274;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":225681,"text":"When the converting entity is a domestic partnership, by a vote of the partners of the domestic partnership that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection B of § 13.1-1274;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":225682,"text":"When the converting entity is a domestic limited partnership, by a vote of the partners of the domestic limited partnership that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection C of § 13.1-1274; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":225683,"text":"When the converting entity is an other entity, by a vote of the persons who had authority to approve the entity conversion on behalf of the other entity that is equal to or greater than the vote cast for the plan of entity conversion pursuant to subsection D of § 13.1-1274.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":225684,"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":"A4","next_prefix":"C"},"6":{"id":225685,"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"},"7":{"id":225686,"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"},"8":{"id":225687,"text":"The name of the resulting entity set forth in the articles of entity conversion;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"9":{"id":225688,"text":"The date on which the articles of the 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"},"10":{"id":225689,"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"},"11":{"id":225690,"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":14540,"edition_id":1,"name":"Domestication and Conversion","identifier":"12","label":"article","depth":3,"order_by":1,"parent_id":12745,"metadata":{},"date_created":"2026-06-26 03:48:35","date_modified":"2026-06-26 03:48:35","permalink":{"id":149211,"object_type":"structure","relational_id":14540,"identifier":"12","token":"13.1\/14\/12","url":"\/13.1\/14\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12745,"edition_id":1,"name":"Virginia Business Trust Act","identifier":"14","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":149111,"object_type":"structure","relational_id":12745,"identifier":"14","token":"13.1\/14","url":"\/13.1\/14\/","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":79485,"structure_id":14540,"section_number":"13.1-1264","catch_line":"Definitions","url":"\/13.1-1264\/","token":"13.1\/14\/12\/13.1-1264","metadata":false},{"id":67797,"structure_id":14540,"section_number":"13.1-1265","catch_line":"Domestication","url":"\/13.1-1265\/","token":"13.1\/14\/12\/13.1-1265","metadata":false},{"id":67129,"structure_id":14540,"section_number":"13.1-1266","catch_line":"Plan of domestication","url":"\/13.1-1266\/","token":"13.1\/14\/12\/13.1-1266","metadata":false},{"id":59114,"structure_id":14540,"section_number":"13.1-1267","catch_line":"Action on plan of domestication by a domestic business trust","url":"\/13.1-1267\/","token":"13.1\/14\/12\/13.1-1267","metadata":false},{"id":58042,"structure_id":14540,"section_number":"13.1-1268","catch_line":"Articles of domestication","url":"\/13.1-1268\/","token":"13.1\/14\/12\/13.1-1268","metadata":false},{"id":69025,"structure_id":14540,"section_number":"13.1-1269","catch_line":"Surrender of articles of trust upon domestication","url":"\/13.1-1269\/","token":"13.1\/14\/12\/13.1-1269","metadata":false},{"id":64123,"structure_id":14540,"section_number":"13.1-1270","catch_line":"Effect of domestication","url":"\/13.1-1270\/","token":"13.1\/14\/12\/13.1-1270","metadata":false},{"id":61835,"structure_id":14540,"section_number":"13.1-1271","catch_line":"Abandonment of domestication","url":"\/13.1-1271\/","token":"13.1\/14\/12\/13.1-1271","metadata":false},{"id":55993,"structure_id":14540,"section_number":"13.1-1272","catch_line":"Entity conversion","url":"\/13.1-1272\/","token":"13.1\/14\/12\/13.1-1272","metadata":false},{"id":60773,"structure_id":14540,"section_number":"13.1-1273","catch_line":"Plan of entity conversion","url":"\/13.1-1273\/","token":"13.1\/14\/12\/13.1-1273","metadata":false},{"id":74923,"structure_id":14540,"section_number":"13.1-1274","catch_line":"Action on plan of entity conversion","url":"\/13.1-1274\/","token":"13.1\/14\/12\/13.1-1274","metadata":false},{"id":70667,"structure_id":14540,"section_number":"13.1-1275","catch_line":"Articles of entity conversion","url":"\/13.1-1275\/","token":"13.1\/14\/12\/13.1-1275","metadata":false},{"id":80893,"structure_id":14540,"section_number":"13.1-1276","catch_line":"Effect of entity conversion","url":"\/13.1-1276\/","token":"13.1\/14\/12\/13.1-1276","metadata":false},{"id":61804,"structure_id":14540,"section_number":"13.1-1277","catch_line":"Abandonment of entity conversion","url":"\/13.1-1277\/","token":"13.1\/14\/12\/13.1-1277","metadata":false}],"previous_section":{"id":80893,"structure_id":14540,"section_number":"13.1-1276","catch_line":"Effect of entity conversion","url":"\/13.1-1276\/","token":"13.1\/14\/12\/13.1-1276","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1277\/","history_text":"

This law was first created in 2002. The record of its establishment is cataloged in chapter 621<\/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. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2016, chapter 288<\/a>.<\/p>","references":false,"refers_to":[{"id":74923,"section_number":"13.1-1274","catch_line":"Action on plan of entity conversion","order_by":null,"url":"\/13.1-1274\/"}],"permalink":{"id":149265,"object_type":"law","relational_id":61804,"identifier":"13.1-1277","token":"13.1\/14\/12\/13.1-1277","url":"\/13.1-1277\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1277\/","token":"13.1\/14\/12\/13.1-1277","dublin_core":{"Title":"Abandonment of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1277","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 the 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 trustees<\/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 business trust<\/span>, by a vote of the trustees<\/span> of the business trust<\/span> that is equal to or greater than the vote cast for the plan of entity conversion<\/span> pursuant to subsection A of § 13.1-1274<\/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 domestic partnership<\/span> that is equal to or greater than the vote cast for the plan of entity conversion<\/span> pursuant to subsection B of § 13.1-1274<\/a>; <\/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 domestic limited partnership<\/span> that is equal to or greater than the vote cast for the plan of entity conversion<\/span> pursuant to subsection C of § 13.1-1274<\/a>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> When the converting entity<\/span> is an other entity<\/span>, by a vote of the persons<\/span> who had authority to approve the entity conversion<\/span> on behalf of the other entity<\/span> that is equal to or greater than the vote cast for the plan of entity conversion<\/span> pursuant to subsection D of § 13.1-1274<\/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 entity conversion<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date on which the articles of the 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 13.1-1277)\n\nA. Unless otherwise provided in the plan of entity conversion, after a plan of\nentity conversion has been approved by the 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 trustees 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 business trust, by a vote of the trustees\n of the business trust that is equal to or greater than the vote cast for the\n plan of entity conversion pursuant to subsection A of § 13.1-1274;\n\n 2. When the converting entity is a domestic partnership, by a vote of the\n partners of the domestic partnership that is equal to or greater than the vote\n cast for the plan of entity conversion pursuant to subsection B of §\n 13.1-1274;\n\n 3. When the converting entity is a domestic limited partnership, by a vote of\n the partners of the domestic limited partnership that is equal to or greater\n than the vote cast for the plan of entity conversion pursuant to subsection C\n of § 13.1-1274; and\n\n 4. When the converting entity is an other entity, by a vote of the persons who\n had authority to approve the entity conversion on behalf of the other entity\n that is equal to or greater than the vote cast for the plan of entity\n conversion pursuant to subsection D of § 13.1-1274.\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 entity\n conversion;\n\n 3. The date on which the articles of the 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: 2002, c. 621; 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}}