{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1075.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1075.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1075.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1075.html"}],"law_id":76131,"edition_id":1,"section_id":76131,"structure_id":13975,"section_number":"13.1-1075","catch_line":"Domestication","history":"2006, c. 912; 2012, c. 130; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nA 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\n\nA 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\n\nThe plan of domestication shall set forth:1\n\nThe name of the state or other jurisdiction under whose laws the domestic or foreign limited liability company is organized;2\n\nA statement of the jurisdiction in which the domestic or foreign limited liability company is to be domesticated;3\n\nThe 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; and4\n\nFor 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 § 13.1-1011 as they will be in effect upon consummation of the domestication.D\n\nThe plan of domestication may include any other provision relating to the domestication.E\n\nThe 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.","order_by":null,"text":{"0":{"id":273256,"text":"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.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":273257,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":273258,"text":"The plan of domestication shall set forth:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":273259,"text":"The name of the state or other jurisdiction under whose laws the domestic or foreign limited liability company is organized;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":273260,"text":"A statement of the jurisdiction in which the domestic or foreign limited liability company is to be domesticated;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":273261,"text":"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","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":273262,"text":"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 § 13.1-1011 as they will be in effect upon consummation of the domestication.","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"D"},"7":{"id":273263,"text":"The plan of domestication may include any other provision relating to the domestication.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C4","next_prefix":"E"},"8":{"id":273264,"text":"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.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":13975,"edition_id":1,"name":"Domestication","identifier":"14","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:46:28","date_modified":"2026-06-26 03:46:28","permalink":{"id":148523,"object_type":"structure","relational_id":13975,"identifier":"14","token":"13.1\/12\/14","url":"\/13.1\/12\/14\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":81305,"structure_id":13975,"section_number":"13.1-1074","catch_line":"Definitions","url":"\/13.1-1074\/","token":"13.1\/12\/14\/13.1-1074","metadata":false},{"id":76131,"structure_id":13975,"section_number":"13.1-1075","catch_line":"Domestication","url":"\/13.1-1075\/","token":"13.1\/12\/14\/13.1-1075","metadata":false},{"id":55040,"structure_id":13975,"section_number":"13.1-1076","catch_line":"Action on plan of domestication by a domestic limited liability company","url":"\/13.1-1076\/","token":"13.1\/12\/14\/13.1-1076","metadata":false},{"id":67363,"structure_id":13975,"section_number":"13.1-1077","catch_line":"Articles of domestication","url":"\/13.1-1077\/","token":"13.1\/12\/14\/13.1-1077","metadata":false},{"id":73065,"structure_id":13975,"section_number":"13.1-1078","catch_line":"Surrender of articles of organization upon domestication","url":"\/13.1-1078\/","token":"13.1\/12\/14\/13.1-1078","metadata":false},{"id":55526,"structure_id":13975,"section_number":"13.1-1079","catch_line":"Effect of domestication","url":"\/13.1-1079\/","token":"13.1\/12\/14\/13.1-1079","metadata":false},{"id":79733,"structure_id":13975,"section_number":"13.1-1080","catch_line":"Abandonment of domestication","url":"\/13.1-1080\/","token":"13.1\/12\/14\/13.1-1080","metadata":false}],"previous_section":{"id":81305,"structure_id":13975,"section_number":"13.1-1074","catch_line":"Definitions","url":"\/13.1-1074\/","token":"13.1\/12\/14\/13.1-1074","metadata":false},"next_section":{"id":55040,"structure_id":13975,"section_number":"13.1-1076","catch_line":"Action on plan of domestication by a domestic limited liability company","url":"\/13.1-1076\/","token":"13.1\/12\/14\/13.1-1076","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1075\/","history_text":"

This law was first created in 2006. The record of its establishment is cataloged in chapter 912<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. It has been modified 1 time. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. That modification is as follows: in 2012, chapter 130<\/a>.<\/p>","references":[{"id":81305,"section_number":"13.1-1074","catch_line":"Definitions","order_by":null,"url":"\/13.1-1074\/"}],"refers_to":[{"id":75573,"section_number":"13.1-1011","catch_line":"Articles of organization","order_by":null,"url":"\/13.1-1011\/"}],"permalink":{"id":148529,"object_type":"law","relational_id":76131,"identifier":"13.1-1075","token":"13.1\/12\/14\/13.1-1075","url":"\/13.1-1075\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1075\/","token":"13.1\/12\/14\/13.1-1075","dublin_core":{"Title":"Domestication","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1075","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign limited liability company<\/span><\/span> may become a domestic limited liability company<\/span><\/span> if the laws<\/span> of the jurisdiction<\/span> in which the foreign limited liability company<\/span><\/span> is organized authorize it to domesticate in another jurisdiction<\/span>. The laws<\/span> of the Commonwealth shall govern the effect of domesticating in the Commonwealth pursuant to this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A domestic limited liability company<\/span><\/span> not required by law<\/span> to be a domestic limited liability company<\/span><\/span> may become a foreign limited liability company<\/span><\/span> if the jurisdiction<\/span> in which the limited liability company<\/span> intends to domesticate allows for the domestication<\/span>. Regardless of whether the laws<\/span> of the foreign jurisdiction<\/span> require the adoption of a plan of domestication<\/span>, the domestication<\/span> shall be approved in the manner provided in this article. The laws<\/span> of the jurisdiction<\/span> in which the limited liability company<\/span> domesticates shall govern the effect of domesticating in that jurisdiction<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The plan of domestication<\/span> shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the state or other jurisdiction<\/span> under whose laws<\/span> the domestic or foreign limited liability company<\/span><\/span> is organized; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A statement of the jurisdiction<\/span> in which the domestic or foreign limited liability company<\/span><\/span> is to be domesticated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The terms and conditions of the domestication<\/span>, provided that such terms and conditions may not alter the ownership proportion and relative rights, preferences, and limitations of the interests<\/span> of the limited liability company<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> For a foreign limited liability company<\/span><\/span> that is to become a domestic limited liability company<\/span><\/span>, as a referenced attachment<\/span>, amended and restated articles of organization<\/span> that comply with § 13.1-1011<\/a> as they will be in effect upon consummation of the domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The plan of domestication<\/span> may include any other provision relating to the domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The plan of domestication<\/span> may also include a provision that the members<\/span> may amend<\/span> the plan at any time prior to the effective date of the certificate of domestication<\/span> or such other document required by the laws<\/span> of the other jurisdiction<\/span> to consummate the domestication<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDOMESTICATION (\u00a7 13.1-1075)\n\nA. A foreign limited liability company may become a domestic limited liability\ncompany if the laws of the jurisdiction in which the foreign limited liability\ncompany is organized authorize it to domesticate in another jurisdiction. The\nlaws of the Commonwealth shall govern the effect of domesticating in the\nCommonwealth pursuant to this article.\n\nB. A domestic limited liability company not required by law to be a domestic\nlimited liability company may become a foreign limited liability company if the\njurisdiction in which the limited liability company intends to domesticate\nallows for the domestication. Regardless of whether the laws of the foreign\njurisdiction require the adoption of a plan of domestication, the domestication\nshall be approved in the manner provided in this article. The laws of the\njurisdiction in which the limited liability company domesticates shall govern\nthe effect of domesticating in that jurisdiction.\n\nC. The plan of domestication shall set forth:\n\n 1. The name of the state or other jurisdiction under whose laws the domestic\n or foreign limited liability company is organized;\n\n 2. A statement of the jurisdiction in which the domestic or foreign limited\n liability company is to be domesticated;\n\n 3. The terms and conditions of the domestication, provided that such terms and\n conditions may not alter the ownership proportion and relative rights,\n preferences, and limitations of the interests of the limited liability\n company; and\n\n 4. For a foreign limited liability company that is to become a domestic\n limited liability company, as a referenced attachment, amended and restated\n articles of organization that comply with § 13.1-1011 as they will be in\n effect upon consummation of the domestication.\n\nD. The plan of domestication may include any other provision relating to the\ndomestication.\n\nE. The plan of domestication may also include a provision that the members may\namend the plan at any time prior to the effective date of the certificate of\ndomestication or such other document required by the laws of the other\njurisdiction to consummate the domestication.\n\nHISTORY: 2006, c. 912; 2012, c. 130; 2021, Sp. Sess. I, c. 487.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}