{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-722.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-722.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-722.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-722.2.html"}],"law_id":73249,"edition_id":1,"section_id":73249,"structure_id":15088,"section_number":"13.1-722.2","catch_line":"Domestication","history":"2001, c. 545; 2002, c. 1; 2012, c. 130; 2019, c. 734.","full_text":"A\n\nBy complying with the provisions of this article applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.B\n\nBy complying with the provisions of this article, a domestic corporation not required by law to be a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organic law of the foreign corporation resulting from the domestication.C\n\nThe plan of domestication shall include:1\n\nThe jurisdiction of formation and name of the domesticating corporation;2\n\nThe name and jurisdiction of formation of the domesticated corporation;3\n\nThe manner and basis of reclassifying the shares and any rights to acquire shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, if any;4\n\nIf the domesticated corporation will be a domestic corporation, (i) the proposed amended and restated articles of incorporation of the domesticated corporation that satisfy the requirements of § 13.1-619, provided that provisions not required to be included in restated articles of incorporation may be omitted, and (ii) the proposed bylaws of the domesticated corporation, which shall not be included with the articles of domestication delivered to the Commission for filing; and5\n\nThe other terms and conditions of the domestication.D\n\nIn addition to the requirements of subsection C, a plan of domestication may contain any other provision not prohibited by law.E\n\nThe terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604.","order_by":null,"text":{"0":{"id":263658,"text":"By complying with the provisions of this article applicable to foreign corporations, a foreign corporation may become a domestic corporation if the domestication is permitted by the organic law of the foreign corporation.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":263659,"text":"By complying with the provisions of this article, a domestic corporation not required by law to be a domestic corporation may become a foreign corporation pursuant to a plan of domestication if the domestication is permitted by the organic law of the foreign corporation resulting from the domestication.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":263660,"text":"The plan of domestication shall include:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":263661,"text":"The jurisdiction of formation and name of the domesticating corporation;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":263662,"text":"The name and jurisdiction of formation of the domesticated corporation;","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":263663,"text":"The manner and basis of reclassifying the shares and any rights to acquire shares of the domesticating corporation into shares or other securities, obligations, rights to acquire shares or other securities, cash, other property, or any combination of the foregoing, if any;","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"C4"},"6":{"id":263664,"text":"If the domesticated corporation will be a domestic corporation, (i) the proposed amended and restated articles of incorporation of the domesticated corporation that satisfy the requirements of § 13.1-619, provided that provisions not required to be included in restated articles of incorporation may be omitted, and (ii) the proposed bylaws of the domesticated corporation, which shall not be included with the articles of domestication delivered to the Commission for filing; and","type":"section","prefixes":["C","4"],"prefix":"4","entire_prefix":"C4","prefix_anchor":"C4","level":2,"prior_prefix":"C3","next_prefix":"C5"},"7":{"id":263665,"text":"The other terms and conditions of the domestication.","type":"section","prefixes":["C","5"],"prefix":"5","entire_prefix":"C5","prefix_anchor":"C5","level":2,"prior_prefix":"C4","next_prefix":"D"},"8":{"id":263666,"text":"In addition to the requirements of subsection C, a plan of domestication may contain any other provision not prohibited by law.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C5","next_prefix":"E"},"9":{"id":263667,"text":"The terms of a plan of domestication may be made dependent upon facts objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":15088,"edition_id":1,"name":"Mergers and Share Exchanges","identifier":"12.1","label":"article","depth":3,"order_by":1,"parent_id":12983,"metadata":{},"date_created":"2026-06-26 03:52:05","date_modified":"2026-06-26 03:52:05","permalink":{"id":150395,"object_type":"structure","relational_id":15088,"identifier":"12.1","token":"13.1\/9\/12.1","url":"\/13.1\/9\/12.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12983,"edition_id":1,"name":"Virginia Stock Corporation Act","identifier":"9","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:06","date_modified":"2026-06-26 03:44:06","permalink":{"id":150163,"object_type":"structure","relational_id":12983,"identifier":"9","token":"13.1\/9","url":"\/13.1\/9\/","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":83227,"structure_id":15088,"section_number":"13.1-722","catch_line":"Repealed","url":"\/13.1-722\/","token":"13.1\/9\/12.1\/13.1-722","metadata":false},{"id":57509,"structure_id":15088,"section_number":"13.1-722.1:1","catch_line":"Definitions","url":"\/13.1-722.1_1\/","token":"13.1\/9\/12.1\/13.1-722.1_1","metadata":false},{"id":73249,"structure_id":15088,"section_number":"13.1-722.2","catch_line":"Domestication","url":"\/13.1-722.2\/","token":"13.1\/9\/12.1\/13.1-722.2","metadata":false},{"id":58783,"structure_id":15088,"section_number":"13.1-722.3","catch_line":"Action on a plan of domestication of a domestic corporation","url":"\/13.1-722.3\/","token":"13.1\/9\/12.1\/13.1-722.3","metadata":false},{"id":64693,"structure_id":15088,"section_number":"13.1-722.4","catch_line":"Repealed","url":"\/13.1-722.4\/","token":"13.1\/9\/12.1\/13.1-722.4","metadata":false},{"id":62001,"structure_id":15088,"section_number":"13.1-722.5","catch_line":"Articles of domestication; effectiveness","url":"\/13.1-722.5\/","token":"13.1\/9\/12.1\/13.1-722.5","metadata":false},{"id":74820,"structure_id":15088,"section_number":"13.1-722.6","catch_line":"Amendment of plan of domestication; abandonment","url":"\/13.1-722.6\/","token":"13.1\/9\/12.1\/13.1-722.6","metadata":false},{"id":66366,"structure_id":15088,"section_number":"13.1-722.7","catch_line":"Repealed","url":"\/13.1-722.7\/","token":"13.1\/9\/12.1\/13.1-722.7","metadata":false},{"id":87304,"structure_id":15088,"section_number":"13.1-722.7:1","catch_line":"Effect of domestication","url":"\/13.1-722.7_1\/","token":"13.1\/9\/12.1\/13.1-722.7_1","metadata":false}],"previous_section":{"id":57509,"structure_id":15088,"section_number":"13.1-722.1:1","catch_line":"Definitions","url":"\/13.1-722.1_1\/","token":"13.1\/9\/12.1\/13.1-722.1_1","metadata":false},"next_section":{"id":58783,"structure_id":15088,"section_number":"13.1-722.3","catch_line":"Action on a plan of domestication of a domestic corporation","url":"\/13.1-722.3\/","token":"13.1\/9\/12.1\/13.1-722.3","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-722.2\/","history_text":"

This law was first created in 2001. The record of its establishment is cataloged in chapter 545<\/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 2002, chapter 1<\/a>; in 2012, chapter 130<\/a>; in 2019, chapter 734<\/a>.<\/p>","references":false,"refers_to":[{"id":81223,"section_number":"13.1-604","catch_line":"Filing requirements","order_by":null,"url":"\/13.1-604\/"},{"id":66733,"section_number":"13.1-619","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-619\/"}],"permalink":{"id":150405,"object_type":"law","relational_id":73249,"identifier":"13.1-722.2","token":"13.1\/9\/12.1\/13.1-722.2","url":"\/13.1-722.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-722.2\/","token":"13.1\/9\/12.1\/13.1-722.2","dublin_core":{"Title":"Domestication","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-722.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> By complying with the provisions of this article applicable to foreign corporations<\/span>, a foreign corporation<\/span> may become a domestic corporation<\/span> if the domestication<\/span> is permitted by the organic law<\/span> of the foreign corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> By complying with the provisions of this article, a domestic corporation<\/span> not required by law to be a domestic corporation<\/span> may become a foreign corporation<\/span> pursuant to a plan of domestication<\/span> if the domestication<\/span> is permitted by the organic law<\/span> of the foreign corporation<\/span> resulting from the domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

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

2.<\/span> The name and jurisdiction of formation<\/span> of the domesticated corporation<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The manner and basis of reclassifying the shares<\/span> and any rights to acquire shares<\/span> of the domesticating corporation<\/span> into shares<\/span> or other securities, obligations, rights to acquire shares<\/span> or other securities, cash, other property, or any combination of the foregoing, if any; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the domesticated corporation<\/span> will be a domestic corporation<\/span>, (i) the proposed amended and restated articles of incorporation<\/span> of the domesticated corporation<\/span> that satisfy the requirements of § 13.1-619<\/a>, provided that provisions not required to be included in restated articles of incorporation<\/span> may be omitted, and (ii) the proposed bylaws of the domesticated corporation<\/span>, which shall not be included with the articles of domestication<\/span> delivered to the Commission<\/span> for filing; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The other terms and conditions of the domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> In addition to the requirements of subsection C, a plan of domestication<\/span> may contain any other provision not prohibited by law. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The terms of a plan of domestication<\/span> may be made dependent upon facts<\/span> objectively ascertainable outside the plan in accordance with subsection L of § 13.1-604<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDOMESTICATION (\u00a7 13.1-722.2)\n\nA. By complying with the provisions of this article applicable to foreign\ncorporations, a foreign corporation may become a domestic corporation if the\ndomestication is permitted by the organic law of the foreign corporation.\n\nB. By complying with the provisions of this article, a domestic corporation not\nrequired by law to be a domestic corporation may become a foreign corporation\npursuant to a plan of domestication if the domestication is permitted by the\norganic law of the foreign corporation resulting from the domestication.\n\nC. The plan of domestication shall include:\n\n 1. The jurisdiction of formation and name of the domesticating corporation;\n\n 2. The name and jurisdiction of formation of the domesticated corporation;\n\n 3. The manner and basis of reclassifying the shares and any rights to acquire\n shares of the domesticating corporation into shares or other securities,\n obligations, rights to acquire shares or other securities, cash, other\n property, or any combination of the foregoing, if any;\n\n 4. If the domesticated corporation will be a domestic corporation, (i) the\n proposed amended and restated articles of incorporation of the domesticated\n corporation that satisfy the requirements of § 13.1-619, provided that\n provisions not required to be included in restated articles of incorporation\n may be omitted, and (ii) the proposed bylaws of the domesticated corporation,\n which shall not be included with the articles of domestication delivered to\n the Commission for filing; and\n\n 5. The other terms and conditions of the domestication.\n\nD. In addition to the requirements of subsection C, a plan of domestication may\ncontain any other provision not prohibited by law.\n\nE. The terms of a plan of domestication may be made dependent upon facts\nobjectively ascertainable outside the plan in accordance with subsection L of\n§ 13.1-604.\n\nHISTORY: 2001, c. 545; 2002, c. 1; 2012, c. 130; 2019, c. 734.","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}}