13.1-722.5 - Surrender of articles of incorporation upon domestication. - Virginia Statutes

§ 13.1-722.5. Surrender of articles of incorporation upon domestication.

A. Whenever a domestic corporation has adopted and approved, in the mannerrequired by this article, a plan of domestication providing for thecorporation to be domesticated under the laws of another jurisdiction, thecorporation shall file with the Commission articles of incorporationsurrender setting forth:

1. The name of the corporation;

2. The corporation's new jurisdiction of incorporation;

3. The plan of domestication;

4. A statement that the articles of incorporation surrender are being filedin connection with the domestication of the corporation as a foreigncorporation to be incorporated under the laws of another jurisdiction andthat the corporation is surrendering its charter under the laws of thisCommonwealth;

5. A statement:

a. That the plan was adopted by the unanimous consent of the shareholders; or

b. That the plan was submitted to the shareholders by the board of directorsin accordance with this chapter, and a statement of:

(1) The designation, number of outstanding shares and number of votesentitled to be cast by each voting group entitled to vote separately on theplan; and

(2) Either the total number of votes cast for and against the plan by eachvoting group entitled to vote separately on the plan or the total number ofundisputed votes cast for the plan separately by each voting group and astatement that the number cast for the plan by each voting group wassufficient for approval by that voting group;

6. A statement that the domestic corporation revokes the authority of itsregistered agent to accept service on its behalf and appoints the clerk ofthe Commission as its agent for service of process in any proceeding based ona cause of action arising during the time it was incorporated 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 corporation.

B. If the Commission finds that the articles of incorporation surrendercomply with the requirements of law and that all required fees have beenpaid, it shall issue a certificate of incorporation surrender.

C. The corporation shall automatically cease to be a domestic corporationwhen the certificate of incorporation surrender becomes effective.

D. If the former domestic corporation intends to continue to transactbusiness in the Commonwealth, then, within thirty days after the effectivedate of the certificate of incorporation surrender, it shall deliver to theCommission an application for a certificate of authority to transact businessin the Commonwealth pursuant to § 13.1-759 together with a copy of itsinstrument of domestication and articles of incorporation and all amendmentsthereto, duly authenticated by the Secretary of State or other officialhaving custody of corporate records in the state or country under whose lawsit is incorporated or domesticated.

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