13.1-898.2 - Domestication. - Virginia Statutes

§ 13.1-898.2. Domestication.

A. A foreign corporation may become a domestic corporation if the laws of thejurisdiction in which the foreign corporation is incorporated authorize it todomesticate in another jurisdiction. The laws of the Commonwealth shallgovern the effect of domesticating in the Commonwealth pursuant to thisarticle.

B. A domestic corporation not required by law to be a domestic corporationmay become a foreign corporation if the jurisdiction in which the corporationintends to domesticate allows for the domestication. Regardless of whetherthe laws of the foreign jurisdiction require the adoption of a plan ofdomestication, the domestication shall be approved in the manner provided inthis article. The laws of the jurisdiction in which the corporationdomesticates shall govern the effect of domesticating in that jurisdiction.

C. The plan of domestication shall set forth:

1. A statement of the jurisdiction in which the corporation is to bedomesticated; and

2. The terms and conditions of the domestication.

D. The plan of domestication may include:

1. Subject to the provisions of subsection C, amendments to the articles ofincorporation of the corporation following its domestication or a restatementof the articles of incorporation; and

2. Any other provision relating to the domestication.

E. The plan of domestication may also include a provision that the board ofdirectors may amend the plan at any time prior to issuance of the certificateof domestication or such other document required by the laws of the otherjurisdiction to consummate the domestication. Where a plan of domesticationis required to be submitted to the members for their approval, an amendmentmade subsequent to the submission of the plan to the members of thecorporation shall not alter or change any of the terms or conditions of theplan if such alteration or change would adversely affect the members of anyclass of the corporation.

(2003, c. 374; 2007, c. 925.)