{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-944.7.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-944.7.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-944.7.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-944.7.html"}],"law_id":61426,"edition_id":1,"section_id":61426,"structure_id":13958,"section_number":"13.1-944.7","catch_line":"Abandonment of entity conversion","history":"2012, c. 706; 2015, c. 623; 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 adopted and approved by the converting domestic corporation in the manner as required by this article, and at any time before the certificate of entity conversion has become effective, the plan may be abandoned by the corporation 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, in the manner determined by the board of directors.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 domestic corporation and delivered to the Commission for filing before 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 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 domestic corporation;2\n\nThe name of the converted entity set forth in the articles of entity conversion;3\n\nThe date on which the articles of 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":224400,"text":"Unless otherwise provided in the plan of entity conversion, after a plan of entity conversion has been adopted and approved by the converting domestic corporation in the manner as required by this article, and at any time before the certificate of entity conversion has become effective, the plan may be abandoned by the corporation 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, in the manner determined by the board of directors.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":224401,"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 domestic corporation and delivered to the Commission for filing before 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 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":"A","next_prefix":"C"},"2":{"id":224402,"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":224403,"text":"The name of the converting domestic corporation;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":224404,"text":"The name of the converted 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"},"5":{"id":224405,"text":"The date on which the articles of 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"},"6":{"id":224406,"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"},"7":{"id":224407,"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":13958,"edition_id":1,"name":"Conversion to a Limited Liability Company","identifier":"17.1","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:46:25","date_modified":"2026-06-26 03:46:25","permalink":{"id":147903,"object_type":"structure","relational_id":13958,"identifier":"17.1","token":"13.1\/10\/17.1","url":"\/13.1\/10\/17.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":55018,"structure_id":13958,"section_number":"13.1-944.1","catch_line":"Definitions","url":"\/13.1-944.1\/","token":"13.1\/10\/17.1\/13.1-944.1","metadata":false},{"id":81263,"structure_id":13958,"section_number":"13.1-944.2","catch_line":"Entity conversion","url":"\/13.1-944.2\/","token":"13.1\/10\/17.1\/13.1-944.2","metadata":false},{"id":56546,"structure_id":13958,"section_number":"13.1-944.3","catch_line":"Plan of entity conversion","url":"\/13.1-944.3\/","token":"13.1\/10\/17.1\/13.1-944.3","metadata":false},{"id":72728,"structure_id":13958,"section_number":"13.1-944.4","catch_line":"Action on plan of entity conversion","url":"\/13.1-944.4\/","token":"13.1\/10\/17.1\/13.1-944.4","metadata":false},{"id":59055,"structure_id":13958,"section_number":"13.1-944.5","catch_line":"Articles of entity conversion","url":"\/13.1-944.5\/","token":"13.1\/10\/17.1\/13.1-944.5","metadata":false},{"id":86757,"structure_id":13958,"section_number":"13.1-944.6","catch_line":"Effect of entity conversion","url":"\/13.1-944.6\/","token":"13.1\/10\/17.1\/13.1-944.6","metadata":false},{"id":61426,"structure_id":13958,"section_number":"13.1-944.7","catch_line":"Abandonment of entity conversion","url":"\/13.1-944.7\/","token":"13.1\/10\/17.1\/13.1-944.7","metadata":false}],"previous_section":{"id":86757,"structure_id":13958,"section_number":"13.1-944.6","catch_line":"Effect of entity conversion","url":"\/13.1-944.6\/","token":"13.1\/10\/17.1\/13.1-944.6","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-944.7\/","history_text":"

This law was first created in 2012. The record of its establishment is cataloged in chapter 706<\/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 2 times. 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. Those modifications are as follows: in 2015, chapter 623<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":147929,"object_type":"law","relational_id":61426,"identifier":"13.1-944.7","token":"13.1\/10\/17.1\/13.1-944.7","url":"\/13.1-944.7\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-944.7\/","token":"13.1\/10\/17.1\/13.1-944.7","dublin_core":{"Title":"Abandonment of entity conversion","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-944.7","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 adopted and approved by the converting domestic corporation<\/span> in the manner as 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 corporation 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, in the manner determined by the board of directors<\/span>. <\/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 domestic corporation<\/span> and delivered to the Commission<\/span> for filing before 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 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 domestic corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The name of the converted entity 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 conversion 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 13.1-944.7)\n\nA. Unless otherwise provided in the plan of entity conversion, after a plan of\nentity conversion has been adopted and approved by the converting domestic\ncorporation in the manner as required by this article, and at any time before\nthe certificate of entity conversion has become effective, the plan may be\nabandoned by the corporation without action by its members in accordance with\nany procedures set forth in the plan or, if no procedures are set forth in the\nplan, in the manner determined by the board of directors.\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 domestic corporation and delivered to the Commission for filing\nbefore the effective time and date of the certificate of entity conversion. If\nthe Commission 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 was received by the Commission, and the\nentity conversion shall be deemed abandoned and shall not become effective.\n\nC. The statement of abandonment shall contain:\n\n 1. The name of the converting domestic corporation;\n\n 2. The name of the converted entity set forth in the articles of entity\n conversion;\n\n 3. The date on which the articles of 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: 2012, c. 706; 2015, c. 623; 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}}