13.1-1079 - Effect of domestication. - Virginia Statutes

§ 13.1-1079. Effect of domestication.

A. When a foreign limited liability company's certificate of domestication inthis Commonwealth becomes effective, with respect to that limited liabilitycompany:

1. The title to all real estate and other property remains in the limitedliability company without reversion or impairment;

2. The liabilities remain the liabilities of the limited liability company;

3. A proceeding pending may be continued by or against the limited liabilitycompany as if the domestication did not occur;

4. The articles of organization attached to the articles of domesticationconstitute the articles of organization of the limited liability company; and

5. The limited liability company is deemed to:

a. Be organized under the laws of this Commonwealth for all purposes;

b. Be the same limited liability company as the limited liability companythat existed under the laws of the jurisdiction or jurisdictions in which itwas originally organized or formerly domesticated; and

c. Have been organized on the date it was originally formed or organized.

B. Any member of a foreign limited liability company that domesticates intothis Commonwealth who, prior to the domestication, was liable for theliabilities or obligations of the limited liability company is not releasedfrom those liabilities or obligations by reason of the domestication.

(2006, c. 912.)