2021 Code of Virginia
Title 13.1 - Corporations
Chapter 12 - Virginia Limited Liability Company Act
§ 13.1-1075. Domestication
A. A foreign limited liability company may become a domestic limited liability company if the laws of the jurisdiction in which the foreign limited liability company is organized authorize it to domesticate in another jurisdiction. The laws of the Commonwealth shall govern the effect of domesticating in the Commonwealth pursuant to this article.
B. A domestic limited liability company not required by law to be a domestic limited liability company may become a foreign limited liability company if the jurisdiction in which the limited liability company intends to domesticate allows for the domestication. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved in the manner provided in this article. The laws of the jurisdiction in which the limited liability company domesticates shall govern the effect of domesticating in that jurisdiction.
C. The plan of domestication shall set forth:
1. The name of the state or other jurisdiction under whose laws the domestic or foreign limited liability company is organized;
2. A statement of the jurisdiction in which the domestic or foreign limited liability company is to be domesticated;
3. The terms and conditions of the domestication, provided that such terms and conditions may not alter the ownership proportion and relative rights, preferences, and limitations of the interests of the limited liability company; and
4. For a foreign limited liability company that is to become a domestic limited liability company, as a referenced attachment, amended and restated articles of organization that comply with ยง 13.1-1011 as they will be in effect upon consummation of the domestication.
D. The plan of domestication may include any other provision relating to the domestication.
E. The plan of domestication may also include a provision that the members may amend the plan at any time prior to the effective date of the certificate of domestication or such other document required by the laws of the other jurisdiction to consummate the domestication.
2006, c. 912; 2012, c. 130; 2021, Sp. Sess. I, c. 487.
