{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1077.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1077.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1077.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1077.html"}],"law_id":67363,"edition_id":1,"section_id":67363,"structure_id":13975,"section_number":"13.1-1077","catch_line":"Articles of domestication","history":"2006, c. 912; 2012, c. 130; 2013, c. 17; 2016, c. 288.","full_text":"A\n\nAfter the domestication of a foreign limited liability company to a domestic limited liability company is approved in the manner required by the laws of the jurisdiction in which the limited liability company is organized, the limited liability company shall deliver to the Commission for filing articles of domestication setting forth:1\n\nThe name of the foreign limited liability company immediately before the filing of the articles of domestication and the name of the limited liability company upon its domestication as a domestic limited liability company, which shall satisfy the requirements of § 13.1-1012;2\n\nThe date on which the foreign limited liability company was originally formed, organized, or incorporated, and its original name, entity type, and jurisdiction of formation, organization, or incorporation, and, for each subsequent change of entity type or jurisdiction of formation, organization, or incorporation made before the filing of the articles of domestication, the effective date of the change and the limited liability company’s name, entity type, and jurisdiction of formation, organization, or incorporation upon consummation of the change;3\n\nThe plan of domestication, including the full text of the amended and restated articles of organization of the domestic limited liability company that comply with the requirements of this chapter, as they will be in effect upon consummation of the domestication; and4\n\nA statement that the domestication is permitted by the laws of the jurisdiction in which the foreign limited liability company is organized and that the foreign limited liability company has complied with those laws in effecting the domestication.B\n\nIf the Commission finds that the articles of domestication comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of domestication.C\n\nThe certificate of domestication shall become effective pursuant to subsection D of § 13.1-1004.D\n\nA foreign limited liability company’s existence as a domestic limited liability company shall begin when the certificate of domestication is effective. Upon becoming effective, the certificate of domestication shall be conclusive evidence that all conditions precedent required to be performed by the foreign limited liability company have been complied with and that the limited liability company has been organized under this chapter.E\n\nIf the foreign limited liability company is authorized to transact business in the Commonwealth under Article 10 (§ 13.1-1051 et seq.), its certificate of registration shall be canceled automatically on the effective time and date of the certificate of domestication issued by the Commission.","order_by":null,"text":{"0":{"id":244102,"text":"After the domestication of a foreign limited liability company to a domestic limited liability company is approved in the manner required by the laws of the jurisdiction in which the limited liability company is organized, the limited liability company shall deliver to the Commission for filing articles of domestication setting forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":244103,"text":"The name of the foreign limited liability company immediately before the filing of the articles of domestication and the name of the limited liability company upon its domestication as a domestic limited liability company, which shall satisfy the requirements of § 13.1-1012;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":244104,"text":"The date on which the foreign limited liability company was originally formed, organized, or incorporated, and its original name, entity type, and jurisdiction of formation, organization, or incorporation, and, for each subsequent change of entity type or jurisdiction of formation, organization, or incorporation made before the filing of the articles of domestication, the effective date of the change and the limited liability company’s name, entity type, and jurisdiction of formation, organization, or incorporation upon consummation of the change;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":244105,"text":"The plan of domestication, including the full text of the amended and restated articles of organization of the domestic limited liability company that comply with the requirements of this chapter, as they will be in effect upon consummation of the domestication; and","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":244106,"text":"A statement that the domestication is permitted by the laws of the jurisdiction in which the foreign limited liability company is organized and that the foreign limited liability company has complied with those laws in effecting the domestication.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"B"},"5":{"id":244107,"text":"If the Commission finds that the articles of domestication comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of domestication.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A4","next_prefix":"C"},"6":{"id":244108,"text":"The certificate of domestication shall become effective pursuant to subsection D of § 13.1-1004.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"7":{"id":244109,"text":"A foreign limited liability company’s existence as a domestic limited liability company shall begin when the certificate of domestication is effective. Upon becoming effective, the certificate of domestication shall be conclusive evidence that all conditions precedent required to be performed by the foreign limited liability company have been complied with and that the limited liability company has been organized under this chapter.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"8":{"id":244110,"text":"If the foreign limited liability company is authorized to transact business in the Commonwealth under Article 10 (§ 13.1-1051 et seq.), its certificate of registration shall be canceled automatically on the effective time and date of the certificate of domestication issued by the Commission.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1077\/","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 3 times. 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. Those modifications are as follows: in 2012, chapter 130<\/a>; in 2013, chapter 17<\/a>; in 2016, chapter 288<\/a>.<\/p>","references":false,"refers_to":[{"id":82092,"section_number":"13.1-1012","catch_line":"Name","order_by":null,"url":"\/13.1-1012\/"},{"id":75378,"section_number":"13.1-1051","catch_line":"Authority to transact business required; governing law","order_by":null,"url":"\/13.1-1051\/"}],"permalink":{"id":148537,"object_type":"law","relational_id":67363,"identifier":"13.1-1077","token":"13.1\/12\/14\/13.1-1077","url":"\/13.1-1077\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1077\/","token":"13.1\/12\/14\/13.1-1077","dublin_core":{"Title":"Articles of domestication","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1077","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After the domestication<\/span> of a foreign limited liability company<\/span><\/span> to a domestic limited liability company<\/span><\/span> is approved in the manner required by the laws<\/span> of the jurisdiction<\/span> in which the limited liability company<\/span> is organized, the limited liability company<\/span> shall deliver to the Commission<\/span> for filing articles of domestication<\/span> setting forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the foreign limited liability company<\/span><\/span> immediately before the filing of the articles of domestication<\/span> and the name of the limited liability company<\/span> upon its domestication<\/span> as a domestic limited liability company<\/span><\/span>, which shall satisfy the requirements of § 13.1-1012<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The date on which the foreign limited liability company<\/span><\/span> was originally formed, organized, or incorporated, and its original name, entity<\/span> type, and jurisdiction of formation<\/span>, organization, or incorporation, and, for each subsequent change of entity<\/span> type or jurisdiction of formation<\/span>, organization, or incorporation made before the filing of the articles of domestication<\/span>, the effective date of the change and the limited liability company<\/span>’s name, entity<\/span> type, and jurisdiction of formation<\/span>, organization, or incorporation upon consummation of the change; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The plan of domestication<\/span>, including the full text of the amended and restated articles of organization<\/span> of the domestic limited liability company<\/span><\/span> that comply with the requirements of this chapter, as they will be in effect upon consummation of the domestication<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> A statement that the domestication<\/span> is permitted by the laws<\/span> of the jurisdiction in which the foreign limited liability company<\/span><\/span> is organized and that the foreign limited liability company<\/span><\/span> has complied with those laws<\/span> in effecting the domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that the articles of domestication<\/span> comply with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The certificate of domestication<\/span> shall become effective pursuant to subsection D of § 13.1-1004<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> A foreign limited liability company<\/span><\/span>’s existence as a domestic limited liability company<\/span><\/span> shall begin when the certificate of domestication<\/span> is effective. Upon becoming effective, the certificate of domestication<\/span> shall be conclusive evidence<\/span> that all conditions precedent<\/span> required to be performed by the foreign limited liability company<\/span><\/span> have been complied with and that the limited liability company<\/span> has been organized under this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> If the foreign limited liability company<\/span><\/span> is authorized to transact business in the Commonwealth under Article 10 (§ 13.1-1051<\/a> et seq.), its certificate of registration shall be canceled automatically on the effective time and date of the certificate of domestication<\/span> issued by the Commission<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF DOMESTICATION (\u00a7 13.1-1077)\n\nA. After the domestication of a foreign limited liability company to a domestic\nlimited liability company is approved in the manner required by the laws of the\njurisdiction in which the limited liability company is organized, the limited\nliability company shall deliver to the Commission for filing articles of\ndomestication setting forth:\n\n 1. The name of the foreign limited liability company immediately before the\n filing of the articles of domestication and the name of the limited liability\n company upon its domestication as a domestic limited liability company, which\n shall satisfy the requirements of § 13.1-1012;\n\n 2. The date on which the foreign limited liability company was originally\n formed, organized, or incorporated, and its original name, entity type, and\n jurisdiction of formation, organization, or incorporation, and, for each\n subsequent change of entity type or jurisdiction of formation, organization,\n or incorporation made before the filing of the articles of domestication, the\n effective date of the change and the limited liability company’s name,\n entity type, and jurisdiction of formation, organization, or incorporation\n upon consummation of the change;\n\n 3. The plan of domestication, including the full text of the amended and\n restated articles of organization of the domestic limited liability company\n that comply with the requirements of this chapter, as they will be in effect\n upon consummation of the domestication; and\n\n 4. A statement that the domestication is permitted by the laws of the\n jurisdiction in which the foreign limited liability company is organized and\n that the foreign limited liability company has complied with those laws in\n effecting the domestication.\n\nB. If the Commission finds that the articles of domestication comply with the\nrequirements of law and that all required fees have been paid, it shall issue a\ncertificate of domestication.\n\nC. The certificate of domestication shall become effective pursuant to\nsubsection D of § 13.1-1004.\n\nD. A foreign limited liability company’s existence as a domestic limited\nliability company shall begin when the certificate of domestication is\neffective. Upon becoming effective, the certificate of domestication shall be\nconclusive evidence that all conditions precedent required to be performed by\nthe foreign limited liability company have been complied with and that the\nlimited liability company has been organized under this chapter.\n\nE. If the foreign limited liability company is authorized to transact business\nin the Commonwealth under Article 10 (§ 13.1-1051 et seq.), its certificate\nof registration shall be canceled automatically on the effective time and date\nof the certificate of domestication issued by the Commission.\n\nHISTORY: 2006, c. 912; 2012, c. 130; 2013, c. 17; 2016, c. 288.","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}}