§ 13.1-1277. Abandonment of entity conversion
A. Unless a plan of entity conversion of a corporation prohibits abandonment of the conversion without shareholder approval, after the conversion has been authorized, and at any time before the certificate of entity conversion has become effective, the conversion may be abandoned without further shareholder action in accordance with the procedure set forth in the plan or, if none is set forth, in the manner determined by the board of directors.
B. Unless the limited liability company's articles of organization, operating agreement or plan of entity conversion prohibits abandonment of the conversion after the conversion has been authorized, and at any time before the certificate of entity conversion has become effective, the conversion may be abandoned in the manner set forth in the plan or, if none is set forth, by majority 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 of the conversion after the conversion has been authorized, and at any time before the certificate of entity conversion has become effective, the conversion may be abandoned in the manner set forth in the plan or, if none is set forth, by majority vote of the partners of the limited partnership.
D. Unless the partnership's partnership agreement or plan of entity conversion prohibits abandonment of the conversion after the conversion has been authorized, and at any time before the certificate of entity conversion has become effective, the conversion may be abandoned in the manner set forth in the plan or, if none is set forth, by majority vote of the partners of the partnership.
E. Unless the governing documents or plan of entity conversion of an other entity prohibits abandonment of the conversion after the conversion has been authorized, and at any time before the certificate of entity conversion has become effective, the conversion may be abandoned in the manner set forth in the plan or, if none is set forth, by majority vote of the persons who had authority 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 E after articles of entity conversion have been filed with the Commission but before the certificate of entity conversion has become effective, written notice that the entity conversion has been abandoned in accordance with this section shall be filed with the Commission prior to the effective date of the certificate of entity conversion. The notice shall take effect upon filing and the entity conversion shall be deemed abandoned and shall not become effective.
(2002, c. 621.)
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