13.1-722.2 - Domestication. - Virginia Statutes

§ 13.1-722.2. 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 this Commonwealth shallgovern the effect of domesticating in this 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; provided, however, thatsuch terms and conditions may not alter the designation, rights, preferencesor limitations of all or part of the authorized shares except to the extentrequired to conform to the requirements of this chapter.

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. An amendment made subsequent tothe submission of the plan to the shareholders of the corporation shall notalter or change any of the terms or conditions of the plan if the changewould adversely affect the shares of any class or series of the corporation.

(2001, c. 545; 2002, c. 1.)