13.1-1078 - Surrender of articles of organization upon domestication. - Virginia Statutes

§ 13.1-1078. Surrender of articles of organization upon domestication.

A. Whenever a domestic limited liability company has approved, in the mannerrequired by this article, a plan of domestication providing for the limitedliability company to be domesticated under the laws of another jurisdiction,the limited liability company shall file with the Commission articles oforganization surrender setting forth:

1. The name of the limited liability company;

2. The limited liability company's new jurisdiction of organization;

3. The plan of domestication;

4. A statement that the plan of domestication was adopted by the limitedliability company in accordance with § 13.1-1076;

5. A statement that the articles of organization surrender are being filed inconnection with the domestication of the limited liability company as aforeign limited liability company to be organized under the laws of anotherjurisdiction and that the limited liability company is surrendering itscertificate of organization under the laws of this Commonwealth;

6. A statement that the limited liability company revokes the authority ofits registered agent to accept service on its behalf and appoints the clerkof the Commission as its agent for service of process in any proceeding basedon a cause of action arising during the time it was organized in thisCommonwealth;

7. A mailing address to which the clerk may mail a copy of any process servedon him under subdivision 6; and

8. A commitment to notify the clerk of the Commission in the future of anychange in the mailing address of the limited liability company.

B. If the Commission finds that the articles of organization surrender complywith the requirements of law and that all required fees have been paid, itshall issue a certificate of organization surrender.

C. The limited liability company shall automatically cease to be a domesticlimited liability company when the certificate of organization surrenderbecomes effective.

D. If the former domestic limited liability company intends to continue totransact business in the Commonwealth, then, within thirty days after theeffective date of the certificate of organization surrender, it shall deliverto the Commission an application for a certificate of registration totransact business in the Commonwealth pursuant to § 13.1-1052 together with acopy of its instrument of domestication and articles of organization and allamendments thereto, duly authenticated by the Secretary of State or otherofficial having custody of limited liability company records in the state orother jurisdiction under whose laws it is organized or domesticated.

(2006, c. 912; 2009, c. 201.)