A. Unless otherwise provided in a plan of entity conversion of a domestic corporation to become a domestic limited liability company, after the plan has been approved and adopted as required by this article, and at any time before the certificate of entity conversion has become effective, the conversion may be abandoned by the corporation without action by the shareholders in accordance with any procedures set forth in the plan of entity conversion or, if no procedures are set forth in the plan, in the manner determined by the board of directors.
B. If an entity conversion is abandoned under subsection A after articles of entity conversion have been filed with the Commission but before the certificate of entity conversion has become effective, a statement that the entity conversion has been abandoned in accordance with this section shall be delivered to the Commission for filing before the effective time and date of the certificate of entity conversion. Upon filing, the statement shall take effect and the entity conversion shall be deemed abandoned and shall not become effective.
2001, c. 545; 2002, c. 1; 2015, c. 623; 2016, c. 288.