13.1-722.14 - Abandonment of entity conversion.
§ 13.1-722.14. 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. If an entity conversion is abandoned under subsection A or B afterarticles of entity conversion have been filed with the Commission but beforethe certificate of entity conversion has become effective, written noticethat the entity conversion has been abandoned in accordance with this sectionshall 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.
(2001, c. 545; 2002, c. 1.)