                                 CODE OF VIRGINIA

ABANDONMENT OF ENTITY CONVERSION (§ 13.1-1277)

A. 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:

   1. 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 &#xA7; 13.1-1274;

   2. 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 &#xA7;
   13.1-1274;

   3. 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 &#xA7; 13.1-1274; and

   4. 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 &#xA7; 13.1-1274.

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 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. The statement of abandonment shall contain:

   1. The name of the converting entity and its entity type;

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

   3. The date on which the articles of the entity 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: 2002, c. 621; 2016, c. 288; 2021, Sp. Sess. I, c. 487.