2006 Code of Virginia § 13.1-1010.3 - Domestication of non-United States entities

13.1-1010.3. Domestication of non-United States entities.

A. Any non-United States entity may become domesticated as a limitedliability company by complying with subsection E of this section and filingarticles of organization that meet the requirements of 13.1-1003 and13.1-1011 and include the following:

1. The name of the non-United States entity immediately prior to the filingof the articles of organization;

2. The date on which and the jurisdiction in which the non-United Statesentity was first formed, incorporated, organized, created or otherwise cameinto being; and

3. The jurisdiction that constituted the seat, siege social, or principalplace of business or central administration of the non-United States entity,or any equivalent thereto under applicable law, immediately prior to thefiling of the articles of organization.

B. A non-United States entity that has been domesticated pursuant to thissection shall be deemed for all purposes the same entity that existed beforethe domestication.

C. Upon the effective date and time of the certificate of organization:

1. The non-United States entity shall be domesticated as a limited liabilitycompany, and the limited liability company shall thereafter be subject to allof the provisions of this chapter, except that notwithstanding subsection Bof 13.1-1004, the existence of the limited liability company shall bedeemed to have commenced on the date the non-United States entity commencedits existence in the jurisdiction in which the non-United States entity wasfirst formed, incorporated, organized, created or otherwise came into being;

2. All property owned by the non-United States entity remains vested in thedomesticated entity;

3. All obligations of the non-United States entity continue as obligations ofthe domesticated entity; and

4. An action or proceeding pending against the non-United States entity maybe continued as if the domestication had not occurred.

D. The filing of articles of organization shall not affect the choice of lawapplicable to the non-United States entity, except that from the effectivedate of the time of the domestication, the law of the Commonwealth ofVirginia, including the provisions of this chapter, shall apply to thenon-United States entity to the same extent as if the non-United Statesentity had been organized as a limited liability company on the effectivedate of the certificate of organization.

E. The terms and conditions of a domestication of a non-United States entityas a limited liability company shall be approved in the manner provided forby the document, instrument, agreement or other writing, as the case may be,governing the internal affairs of the non-United States entity in the conductof its business or by applicable law other than the law of the Commonwealth,as appropriate.

F. Unless otherwise agreed, or as required under applicable non-Virginia law,the domesticating non-United States entity shall not be required to wind upits affairs or pay its liabilities and distribute its assets. Thedomestication shall not be deemed to constitute a dissolution of thenon-United States entity and shall constitute a continuation of the existenceof the domesticating non-United States entity in the form of a domesticlimited liability company. If, following domestication, a non-United Statesentity that has become domesticated as a limited liability company continuesits existence in the foreign country or other foreign jurisdiction in whichit was existing immediately prior to domestication, the limited liabilitycompany and the non-United States entity shall, for all purposes of the lawsof the Commonwealth of Virginia, constitute a single entity formed,organized, incorporated, created or otherwise having come into being, asapplicable, and exist under the laws of the Commonwealth of Virginia and thelaws of such foreign country or other foreign jurisdiction.

(1997, c. 190; 2000, c. 581; 2005, c. 255; 2006, c. 912.)