13.1-1077 - Articles of domestication. - Virginia Statutes

§ 13.1-1077. Articles of domestication.

A. After the domestication of a foreign limited liability company is approvedin the manner required by the laws of the jurisdiction in which the limitedliability company is organized, the limited liability company shall file withthe Commission articles of domestication setting forth:

1. The name of the limited liability company immediately prior to the filingof the articles of domestication and, if that name is unavailable for use inthis Commonwealth or the limited liability company desires to change its namein connection with the domestication, a name that satisfies the requirementsof § 13.1-1012;

2. The plan of domestication; and

3. The original jurisdiction of the limited liability company and the datethe limited liability company was organized in that jurisdiction, and eachsubsequent jurisdiction and the date the limited liability company wasdomesticated in each such jurisdiction, if any, prior to the filing of thearticles of domestication.

B. The articles of domestication shall have attached articles of organizationthat comply with the requirements of this chapter.

C. If the Commission finds that the articles of domestication comply with therequirements of law and that all required fees have been paid, it shall issuea certificate of domestication.

D. The certificate of domestication shall become effective pursuant tosubsection D of § 13.1-1004.

E. A foreign limited liability company's existence as a domestic limitedliability company shall begin when the certificate of domestication iseffective. Upon becoming effective, the certificate of domestication shall beconclusive evidence that all conditions precedent required to be performed bythe foreign limited liability company have been complied with and that thelimited liability company has been organized under this chapter.

F. If the foreign limited liability company is authorized to transactbusiness in this Commonwealth under Article 10 (§ 13.1-1051 et seq.) of thischapter, its certificate of registration shall be canceled automatically onthe effective date of the certificate of domestication issued by theCommission.

(2006, c. 912.)