A. A foreign corporation may become a domestic corporation if the laws of the jurisdiction in which the foreign corporation is incorporated 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 corporation not required by law to be a domestic corporation may become a foreign corporation if the jurisdiction in which the corporation 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 corporation domesticates 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 be domesticated;
2. The terms and conditions of the domestication; and
3. For a foreign corporation that is to become a domestic corporation, as a referenced attachment, amended and restated articles of incorporation that comply with the requirements of § 13.1-819 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 board of directors may amend the plan at any time prior to issuance of the certificate of domestication or such other document required by the laws of the other jurisdiction to consummate the domestication. Where a plan of domestication is required to be submitted to the members for their approval, an amendment made subsequent to the submission of the plan to the members of the corporation shall not alter or change any of the terms or conditions of the plan if such alteration or change would adversely affect the members of any class of the corporation.
2003, c. 374; 2007, c. 925; 2012, c. 130.
Structure Code of Virginia
Chapter 10 - Virginia Nonstock Corporation Act
§ 13.1-802. Reservation of power to amend or repeal
§ 13.1-804. Filing requirements
§ 13.1-804.1. Filing with the Commission pursuant to reorganization
§ 13.1-805. Issuance of certificate by Commission; recordation of documents
§ 13.1-806. Effective time and date of document
§ 13.1-807. Correcting filed articles
§ 13.1-808. Evidentiary effect of copy of filed document
§ 13.1-809. Certificate of good standing
§ 13.1-810. Notices and other communications
§ 13.1-810.1. Number of members
§ 13.1-811. Penalty for signing false documents
§ 13.1-812. Unlawful to transact or offer to transact business as a corporation unless authorized
§ 13.1-813. Hearing and finality of Commission action; injunctions
§ 13.1-814. Shares of stock and dividends prohibited
§ 13.1-814.1. Special provisions for community associations
§ 13.1-815.1. Charter and entrance fees for corporations
§ 13.1-816. Fees for filing documents or issuing certificates
§ 13.1-819. Articles of incorporation
§ 13.1-820. Issuance of certificate of incorporation
§ 13.1-821. Liability for preincorporation transactions
§ 13.1-822. Organization of corporation
§ 13.1-833. Registered office and registered agent
§ 13.1-834. Change of registered office or registered agent
§ 13.1-835. Resignation of registered agent
§ 13.1-836. Service on corporation
§ 13.1-840. Court-ordered meeting
§ 13.1-841. Corporate action without meeting
§ 13.1-844.1. Conduct of the meeting
§ 13.1-844.2. Remote participation in annual and special meetings
§ 13.1-845. Members' list for meeting
§ 13.1-846. Voting entitlement of members
§ 13.1-847.1. Voting procedures and inspectors of elections
§ 13.1-848. Corporation's acceptance of votes
§ 13.1-849. Quorum and voting requirements for voting groups
§ 13.1-850. Action by single and multiple voting groups
§ 13.1-851. Change in quorum or voting requirements
§ 13.1-852. Voting for directors; cumulative voting
§ 13.1-852.1. Member or director agreements
§ 13.1-852.2. Voting agreements
§ 13.1-853. Requirement for and duties of board of directors
§ 13.1-854. Qualification of directors
§ 13.1-855. Number and election of directors
§ 13.1-856. Election of directors by certain classes of members
§ 13.1-857. Terms of directors generally
§ 13.1-858. Staggered terms of directors
§ 13.1-859. Resignation of directors
§ 13.1-860. Removal of directors
§ 13.1-861. Judicial review of elections
§ 13.1-862. Vacancy on board of directors
§ 13.1-863. Compensation of directors
§ 13.1-864. Meetings of the board of directors
§ 13.1-865. Action without meeting of board of directors
§ 13.1-866. Notice of board of directors' meetings
§ 13.1-867. Waiver of notice by director
§ 13.1-868. Quorum and voting by directors
§ 13.1-870. General standards of conduct for directors
§ 13.1-870.1. Limitation on liability of officers and directors; exception
§ 13.1-870.2. Limitation on liability of officers and directors; additional exception
§ 13.1-871. Director conflict of interests
§ 13.1-871.1. Business opportunities
§ 13.1-873. Duties of officers
§ 13.1-874. Resignation and removal of officers
§ 13.1-876. Authority to indemnify
§ 13.1-877. Mandatory indemnification
§ 13.1-878. Advance for expenses
§ 13.1-879.1. Court orders for advances, reimbursement or indemnification
§ 13.1-880. Determination and authorization of indemnification
§ 13.1-881. Indemnification of officers
§ 13.1-883. Application of article
§ 13.1-884. Authority to amend articles of incorporation
§ 13.1-885. Amendment of articles of incorporation by directors
§ 13.1-886. Amendment of articles of incorporation by directors and members
§ 13.1-887. Voting on amendments by voting groups
§ 13.1-887.1. Amendment prior to organization
§ 13.1-888. Articles of amendment
§ 13.1-889. Restated articles of incorporation
§ 13.1-891. Effect of amendment of articles of incorporation
§ 13.1-892. Amendment of bylaws by board of directors or members
§ 13.1-893. Bylaw provisions increasing quorum or voting requirements for directors
§ 13.1-895. Action on plan of merger
§ 13.1-896. Articles of merger
§ 13.1-897.1. Abandonment of a merger
§ 13.1-898.3. Action on plan of domestication by a domestic corporation
§ 13.1-898.4. Articles of domestication
§ 13.1-898.5. Surrender of articles of incorporation upon domestication
§ 13.1-898.6. Effect of domestication
§ 13.1-898.7. Abandonment of domestication
§ 13.1-899. Sale of assets in regular course of business
§ 13.1-900. Sale of assets other than in regular course of business
§ 13.1-901. Sale of certain real property by incorporated educational institutions
§ 13.1-902. Dissolution by directors and members
§ 13.1-903. Dissolution by directors
§ 13.1-904. Articles of dissolution
§ 13.1-905. Revocation of dissolution
§ 13.1-906. Effect of dissolution
§ 13.1-907. Distribution and plan of distribution of assets
§ 13.1-908. Known claims against dissolved corporation
§ 13.1-908.1. Other claims against dissolved corporation
§ 13.1-908.2. Court proceedings
§ 13.1-909. Grounds for judicial dissolution
§ 13.1-910. Receivership or custodianship
§ 13.1-911. Decree of dissolution
§ 13.1-912. Articles of termination of corporate existence
§ 13.1-913. Termination of corporate existence by incorporators or initial directors
§ 13.1-914. Automatic termination of corporate existence
§ 13.1-915. Involuntary termination of corporate existence
§ 13.1-916. Reinstatement of a corporation that has ceased to exist
§ 13.1-917. Survival of remedy after termination of corporate existence
§ 13.1-919. Authority to transact business required
§ 13.1-920. Consequences of transacting business without authority
§ 13.1-921. Application for certificate of authority
§ 13.1-922. Amended certificate of authority
§ 13.1-923. Effect of certificate of authority
§ 13.1-924. Corporate name of foreign corporation
§ 13.1-925. Registered office and registered agent of foreign corporation
§ 13.1-926. Change of registered office or registered agent of a foreign corporation
§ 13.1-927. Resignation of registered agent of foreign corporation
§ 13.1-928. Service of process on foreign corporation
§ 13.1-928.1. Merger of foreign corporation authorized to transact business in Commonwealth
§ 13.1-929. Withdrawal of foreign corporation
§ 13.1-930. Automatic revocation of certificate of authority
§ 13.1-931. Involuntary revocation of certificate of authority
§ 13.1-933. Inspection of records by members
§ 13.1-934. Scope of inspection right
§ 13.1-935. Court-ordered inspection
§ 13.1-935.1. Inspection of records by directors
§ 13.1-936. Annual report of domestic and foreign corporations
§ 13.1-936.2. Collection of unpaid bills for registration fees
§ 13.1-937. Application to existing corporations
§ 13.1-944.2. Entity conversion
§ 13.1-944.3. Plan of entity conversion
§ 13.1-944.4. Action on plan of entity conversion
§ 13.1-944.5. Articles of entity conversion
§ 13.1-944.6. Effect of entity conversion
§ 13.1-944.7. Abandonment of entity conversion