                                 CODE OF VIRGINIA

ABANDONMENT OF ENTITY CONVERSION (§ 13.1-944.7)

A. 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.

B. 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.

C. The statement of abandonment shall contain:

   1. The name of the converting domestic corporation;

   2. The name of the converted entity set forth in the articles of entity
   conversion;

   3. The date on which the articles of conversion were filed with the
   Commission;

   4. The date and time on which the Commission&#8217;s certificate of entity
   conversion becomes effective; and

   5. A statement that the entity conversion is being abandoned in accordance
   with this section.

HISTORY: 2012, c. 706; 2015, c. 623; 2016, c. 288; 2021, Sp. Sess. I, c. 487.