{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1080.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1080.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1080.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1080.html"}],"law_id":79733,"edition_id":1,"section_id":79733,"structure_id":13975,"section_number":"13.1-1080","catch_line":"Abandonment of domestication","history":"2006, c. 912; 2016, c. 288; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nUnless otherwise provided in the plan of domestication, after a plan of domestication has been approved by a domestic limited liability company as required by this article, and at any time before the certificate of organization surrender has become effective, the plan may be abandoned by the limited liability company without action by its members in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, by a vote of the members of the limited liability company that is equal to or greater than the vote cast for the plan of domestication pursuant to § 13.1-1076.B\n\nA domesticating limited liability company that is a foreign limited liability company may abandon its domestication to a domestic limited liability company in the manner prescribed by its organic law.C\n\nIf a domestication is abandoned after articles of organization surrender or articles of domestication have been filed with the Commission but before the certificate of organization surrender or certificate of domestication has become effective, a statement of abandonment signed by the domesticating limited liability company shall be delivered to the Commission for filing prior to the effective time and date of the certificate of organization surrender or certificate of domestication. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the domestication shall be deemed abandoned and shall not become effective.D\n\nThe statement of abandonment shall contain:1\n\nThe name of the domesticating limited liability company and its jurisdiction of formation;2\n\nWhen the domesticating limited liability company is a foreign limited liability company, the name of the domesticated limited liability company set forth in the articles of domestication;3\n\nThe date on which the articles of organization surrender or articles of domestication were filed with the Commission;4\n\nThe date and time on which the Commission’s certificate of organization surrender or certificate of domestication becomes effective; and5\n\nA statement that domestication is being abandoned in accordance with this section or, when the domesticating limited liability company is a foreign limited liability company, a statement that the foreign limited liability company abandoned the domestication as required by its organic law.","order_by":null,"text":{"0":{"id":285723,"text":"Unless otherwise provided in the plan of domestication, after a plan of domestication has been approved by a domestic limited liability company as required by this article, and at any time before the certificate of organization surrender has become effective, the plan may be abandoned by the limited liability company without action by its members in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, by a vote of the members of the limited liability company that is equal to or greater than the vote cast for the plan of domestication pursuant to § 13.1-1076.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":285724,"text":"A domesticating limited liability company that is a foreign limited liability company may abandon its domestication to a domestic limited liability company in the manner prescribed by its organic law.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":285725,"text":"If a domestication is abandoned after articles of organization surrender or articles of domestication have been filed with the Commission but before the certificate of organization surrender or certificate of domestication has become effective, a statement of abandonment signed by the domesticating limited liability company shall be delivered to the Commission for filing prior to the effective time and date of the certificate of organization surrender or certificate of domestication. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the domestication shall be deemed abandoned and shall not become effective.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":285726,"text":"The statement of abandonment shall contain:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":285727,"text":"The name of the domesticating limited liability company and its jurisdiction of formation;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":285728,"text":"When the domesticating limited liability company is a foreign limited liability company, the name of the domesticated limited liability company set forth in the articles of domestication;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"6":{"id":285729,"text":"The date on which the articles of organization surrender or articles of domestication were filed with the Commission;","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"7":{"id":285730,"text":"The date and time on which the Commission’s certificate of organization surrender or certificate of domestication becomes effective; and","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"D5"},"8":{"id":285731,"text":"A statement that domestication is being abandoned in accordance with this section or, when the domesticating limited liability company is a foreign limited liability company, a statement that the foreign limited liability company abandoned the domestication as required by its organic law.","type":"section","prefixes":["D","5"],"prefix":"5","entire_prefix":"D5","prefix_anchor":"D5","level":2,"prior_prefix":"D4"}},"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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1080\/","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 2016, chapter 288<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":148549,"object_type":"law","relational_id":79733,"identifier":"13.1-1080","token":"13.1\/12\/14\/13.1-1080","url":"\/13.1-1080\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1080\/","token":"13.1\/12\/14\/13.1-1080","dublin_core":{"Title":"Abandonment of domestication","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1080","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the plan of domestication<\/span>, after a plan of domestication<\/span> has been approved by a domestic limited liability company<\/span><\/span> as required by this article, and at any time before the certificate of organization surrender<\/span> has become effective, the plan may be abandoned by the limited liability company<\/span> without action by its members<\/span> in accordance with any procedures set forth in the plan or, if no procedures are set forth in the plan, by a vote of the members<\/span> of the limited liability company<\/span> that is equal to or greater than the vote cast for the plan of domestication<\/span> pursuant to § 13.1-1076<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A domesticating limited liability company<\/span><\/span> that is a foreign limited liability company<\/span><\/span> may abandon its domestication<\/span> to a domestic limited liability company<\/span><\/span> in the manner prescribed by its organic law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If a domestication<\/span> is abandoned after articles of organization<\/span> surrender or articles of domestication<\/span> have been filed with the Commission<\/span> but before the certificate of organization surrender<\/span> or certificate of domestication<\/span> has become effective, a statement of abandonment signed by the domesticating limited liability company<\/span><\/span> shall be delivered to the Commission<\/span> for filing prior to the effective time and date of the certificate of organization surrender<\/span> or certificate of domestication<\/span>. If the Commission<\/span> finds that the statement of abandonment complies with the requirements of law, it shall issue<\/span> a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission<\/span>, and the domestication<\/span> shall be deemed abandoned and shall not become effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The statement of abandonment shall contain: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the domesticating limited liability company<\/span><\/span> and its jurisdiction of formation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> When the domesticating limited liability company<\/span><\/span> is a foreign limited liability company<\/span><\/span>, the name of the domesticated limited liability company<\/span><\/span> set forth in the articles of domestication<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date on which the articles of organization<\/span> surrender or articles of domestication<\/span> were filed with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date and time on which the Commission<\/span>’s certificate of organization surrender<\/span> or certificate of domestication<\/span> becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that domestication<\/span> is being abandoned in accordance with this section or, when the domesticating limited liability company<\/span><\/span> is a foreign limited liability company<\/span><\/span>, a statement that the foreign limited liability company<\/span><\/span> abandoned the domestication<\/span> as required by its organic law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nABANDONMENT OF DOMESTICATION (\u00a7 13.1-1080)\n\nA. Unless otherwise provided in the plan of domestication, after a plan of\ndomestication has been approved by a domestic limited liability company as\nrequired by this article, and at any time before the certificate of organization\nsurrender has become effective, the plan may be abandoned by the limited\nliability company without action by its members in accordance with any\nprocedures set forth in the plan or, if no procedures are set forth in the plan,\nby a vote of the members of the limited liability company that is equal to or\ngreater than the vote cast for the plan of domestication pursuant to §\n13.1-1076.\n\nB. A domesticating limited liability company that is a foreign limited liability\ncompany may abandon its domestication to a domestic limited liability company in\nthe manner prescribed by its organic law.\n\nC. If a domestication is abandoned after articles of organization surrender or\narticles of domestication have been filed with the Commission but before the\ncertificate of organization surrender or certificate of domestication has become\neffective, a statement of abandonment signed by the domesticating limited\nliability company shall be delivered to the Commission for filing prior to the\neffective time and date of the certificate of organization surrender or\ncertificate of domestication. If the Commission finds that the statement of\nabandonment complies with the requirements of law, it shall issue a certificate\nof abandonment, effective as of the date and time the statement of abandonment\nwas received by the Commission, and the domestication shall be deemed abandoned\nand shall not become effective.\n\nD. The statement of abandonment shall contain:\n\n 1. The name of the domesticating limited liability company and its\n jurisdiction of formation;\n\n 2. When the domesticating limited liability company is a foreign limited\n liability company, the name of the domesticated limited liability company set\n forth in the articles of domestication;\n\n 3. The date on which the articles of organization surrender or articles of\n domestication were filed with the Commission;\n\n 4. The date and time on which the Commission’s certificate of\n organization surrender or certificate of domestication becomes effective; and\n\n 5. A statement that domestication is being abandoned in accordance with this\n section or, when the domesticating limited liability company is a foreign\n limited liability company, a statement that the foreign limited liability\n company abandoned the domestication as required by its organic law.\n\nHISTORY: 2006, c. 912; 2016, c. 288; 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}}