13.1-1277 - Abandonment of entity conversion. - Virginia Statutes

§ 13.1-1277. Abandonment of entity conversion.

A. Unless a plan of entity conversion of a corporation prohibits abandonmentof the conversion without shareholder approval, after the conversion has beenauthorized, and at any time before the certificate of entity conversion hasbecome effective, the conversion may be abandoned without further shareholderaction in accordance with the procedure set forth in the plan or, if none isset forth, in the manner determined by the board of directors.

B. Unless the limited liability company's articles of organization, operatingagreement or plan of entity conversion prohibits abandonment of theconversion after the conversion has been authorized, and at any time beforethe certificate of entity conversion has become effective, the conversion maybe abandoned in the manner set forth in the plan or, if none is set forth, bymajority vote of the members of the limited liability company.

C. Unless the limited partnership's certificate of limited partnership,partnership agreement or plan of entity conversion prohibits abandonment ofthe conversion after the conversion has been authorized, and at any timebefore the certificate of entity conversion has become effective, theconversion may be abandoned in the manner set forth in the plan or, if noneis set forth, by majority vote of the partners of the limited partnership.

D. Unless the partnership's partnership agreement or plan of entityconversion prohibits abandonment of the conversion after the conversion hasbeen authorized, and at any time before the certificate of entity conversionhas become effective, the conversion may be abandoned in the manner set forthin the plan or, if none is set forth, by majority vote of the partners of thepartnership.

E. Unless the governing documents or plan of entity conversion of an otherentity prohibits abandonment of the conversion after the conversion has beenauthorized, and at any time before the certificate of entity conversion hasbecome effective, the conversion may be abandoned in the manner set forth inthe plan or, if none is set forth, by majority vote of the persons who hadauthority to approve the entity conversion on behalf of the other entity.

F. If an entity conversion is abandoned under subsection A, B, C, D or Eafter articles of entity conversion have been filed with the Commission butbefore the certificate of entity conversion has become effective, writtennotice that the entity conversion has been abandoned in accordance with thissection shall be filed with the Commission prior to the effective date of thecertificate of entity conversion. The notice shall take effect upon filingand the entity conversion shall be deemed abandoned and shall not becomeeffective.

(2002, c. 621.)