                                 CODE OF VIRGINIA

ABANDONMENT OF DOMESTICATION (§ 13.1-1080)

A. Unless otherwise provided in the plan of domestication, after a plan of
domestication has been approved by a domestic limited liability company as
required by this article, and at any time before the certificate of organization
surrender has become effective, the plan may be abandoned by the limited
liability company 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 of domestication pursuant to &#xA7;
13.1-1076.

B. A domesticating limited liability company that is a foreign limited liability
company may abandon its domestication to a domestic limited liability company in
the manner prescribed by its organic law.

C. If a domestication is abandoned after articles of organization surrender or
articles of domestication have been filed with the Commission but before the
certificate of organization surrender or certificate of domestication has become
effective, a statement of abandonment signed by the domesticating limited
liability company shall be delivered to the Commission for filing prior to the
effective time and date of the certificate of organization surrender or
certificate of domestication. 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 domestication shall be deemed abandoned
and shall not become effective.

D. The statement of abandonment shall contain:

   1. The name of the domesticating limited liability company and its
   jurisdiction of formation;

   2. When the domesticating limited liability company is a foreign limited
   liability company, the name of the domesticated limited liability company set
   forth in the articles of domestication;

   3. The date on which the articles of organization surrender or articles of
   domestication were filed with the Commission;

   4. The date and time on which the Commission&#8217;s certificate of
   organization surrender or certificate of domestication becomes effective; and

   5. A statement that domestication is being abandoned in accordance with this
   section or, when the domesticating limited liability company is a foreign
   limited liability company, a statement that the foreign limited liability
   company abandoned the domestication as required by its organic law.

HISTORY: 2006, c. 912; 2016, c. 288; 2021, Sp. Sess. I, c. 487.