{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-722.3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-722.3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-722.3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-722.3.html"}],"law_id":58783,"edition_id":1,"section_id":58783,"structure_id":15088,"section_number":"13.1-722.3","catch_line":"Action on a plan of domestication of a domestic corporation","history":"2001, c. 545; 2002, c. 1; 2019, c. 734.","full_text":"In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication shall be adopted in the following manner:\n\n1\n\nThe plan of domestication shall first be adopted by the board of directors.2\n\nAfter adopting the plan of domestication the board of directors shall submit the plan to the shareholders for their approval.\n\t\t\tIn submitting the plan of domestication to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall inform the shareholders of the basis for that determination.3\n\nThe board of directors may set conditions for approval of the plan of domestication by the shareholders or the effectiveness of the plan of domestication.4\n\nIf the approval of the shareholders is to be sought at a shareholders meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of domestication and shall contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation and the bylaws as they will be in effect immediately after the domestication.5\n\nUnless the articles of incorporation or the board of directors, acting pursuant to subdivision 3, require a greater vote, approval of the plan of domestication requires (i) the approval of the shareholders at a meeting at which a quorum exists consisting of more than two-thirds of the votes entitled to be cast on the plan and (ii) except as provided in subdivision 6, the approval of each class or series of shares voting as a separate voting group at the meeting at which a quorum of the voting group exists consisting of more than two-thirds of the votes entitled to be cast on the plan by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this section so long as the vote provided for is not less than a majority of all votes cast on the plan by each voting group entitled to vote on the plan at a meeting at which a quorum of the voting group exists.6\n\nThe articles of incorporation may expressly limit or eliminate the separate voting rights provided in clause (ii) of subdivision 5 as to any class or series of shares, except when the articles of incorporation of the foreign corporation resulting from the domestication include what would be in effect an amendment that would entitle the class or series to vote as a separate group under § 13.1-708 if it were a proposed amendment of the articles of incorporation of the domestic domesticating corporation.7\n\nIf as a result of a domestication one or more shareholders of a domestic domesticating corporation would become subject to interest holder liability, approval of the plan of domestication shall require the signing in connection with the domestication, by each such shareholder, of a separate written consent to become subject to such interest holder liability, unless in the case of a shareholder that already has interest holder liability with respect to the domesticating corporation, the terms and conditions of the interest holder liability with respect to the domesticated corporation are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability.","order_by":null,"text":{"0":{"id":215396,"text":"In the case of a domestication of a domestic corporation into a foreign jurisdiction, the plan of domestication shall be adopted in the following manner:","type":"section","prefixes":[""],"prefix":"","entire_prefix":"","prefix_anchor":"","level":1,"next_prefix":"1"},"1":{"id":215397,"text":"The plan of domestication shall first be adopted by the board of directors.","type":"section","prefixes":["1"],"prefix":"1","entire_prefix":"1","prefix_anchor":"1","level":1,"prior_prefix":"","next_prefix":"2"},"2":{"id":215398,"text":"After adopting the plan of domestication the board of directors shall submit the plan to the shareholders for their approval.\n\t\t\tIn submitting the plan of domestication to the shareholders for approval, the board of directors shall recommend that the shareholders approve the plan, unless the board of directors makes a determination that because of conflicts of interest or other special circumstances it should not make such a recommendation, in which case the board of directors shall inform the shareholders of the basis for that determination.","type":"section","prefixes":["2"],"prefix":"2","entire_prefix":"2","prefix_anchor":"2","level":1,"prior_prefix":"1","next_prefix":"3"},"3":{"id":215399,"text":"The board of directors may set conditions for approval of the plan of domestication by the shareholders or the effectiveness of the plan of domestication.","type":"section","prefixes":["3"],"prefix":"3","entire_prefix":"3","prefix_anchor":"3","level":1,"prior_prefix":"2","next_prefix":"4"},"4":{"id":215400,"text":"If the approval of the shareholders is to be sought at a shareholders meeting, the corporation shall notify each shareholder, regardless of whether entitled to vote, of the meeting of shareholders at which the plan of domestication is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of domestication and shall contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation and the bylaws as they will be in effect immediately after the domestication.","type":"section","prefixes":["4"],"prefix":"4","entire_prefix":"4","prefix_anchor":"4","level":1,"prior_prefix":"3","next_prefix":"5"},"5":{"id":215401,"text":"Unless the articles of incorporation or the board of directors, acting pursuant to subdivision 3, require a greater vote, approval of the plan of domestication requires (i) the approval of the shareholders at a meeting at which a quorum exists consisting of more than two-thirds of the votes entitled to be cast on the plan and (ii) except as provided in subdivision 6, the approval of each class or series of shares voting as a separate voting group at the meeting at which a quorum of the voting group exists consisting of more than two-thirds of the votes entitled to be cast on the plan by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this section so long as the vote provided for is not less than a majority of all votes cast on the plan by each voting group entitled to vote on the plan at a meeting at which a quorum of the voting group exists.","type":"section","prefixes":["5"],"prefix":"5","entire_prefix":"5","prefix_anchor":"5","level":1,"prior_prefix":"4","next_prefix":"6"},"6":{"id":215402,"text":"The articles of incorporation may expressly limit or eliminate the separate voting rights provided in clause (ii) of subdivision 5 as to any class or series of shares, except when the articles of incorporation of the foreign corporation resulting from the domestication include what would be in effect an amendment that would entitle the class or series to vote as a separate group under § 13.1-708 if it were a proposed amendment of the articles of incorporation of the domestic domesticating corporation.","type":"section","prefixes":["6"],"prefix":"6","entire_prefix":"6","prefix_anchor":"6","level":1,"prior_prefix":"5","next_prefix":"7"},"7":{"id":215403,"text":"If as a result of a domestication one or more shareholders of a domestic domesticating corporation would become subject to interest holder liability, approval of the plan of domestication shall require the signing in connection with the domestication, by each such shareholder, of a separate written consent to become subject to such interest holder liability, unless in the case of a shareholder that already has interest holder liability with respect to the domesticating corporation, the terms and conditions of the interest holder liability with respect to the domesticated corporation are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability.","type":"section","prefixes":["7"],"prefix":"7","entire_prefix":"7","prefix_anchor":"7","level":1,"prior_prefix":"6"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-722.3\/","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 2 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 2019, chapter 734<\/a>.<\/p>","references":[{"id":57509,"section_number":"13.1-722.1:1","catch_line":"Definitions","order_by":null,"url":"\/13.1-722.1_1\/"}],"refers_to":[{"id":79625,"section_number":"13.1-708","catch_line":"Voting on amendments by voting groups","order_by":null,"url":"\/13.1-708\/"}],"permalink":{"id":150409,"object_type":"law","relational_id":58783,"identifier":"13.1-722.3","token":"13.1\/9\/12.1\/13.1-722.3","url":"\/13.1-722.3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-722.3\/","token":"13.1\/9\/12.1\/13.1-722.3","dublin_core":{"Title":"Action on a plan of domestication of a domestic corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-722.3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

In the case of a domestication<\/span> of a domestic corporation<\/span> into a foreign jurisdiction<\/span>, the plan of domestication<\/span> shall be adopted in the following manner:<\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The plan of domestication<\/span> shall first be adopted by the board of directors. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> After adopting the plan of domestication<\/span> the board of directors shall submit the plan to the shareholders<\/span> for their approval.\n\t\t\tIn submitting the plan of domestication<\/span> to the shareholders<\/span> for approval, the board of directors shall recommend that the shareholders<\/span> approve the plan, unless the board of directors makes a determination that because of conflicts of interest<\/span> or other special circumstances it should not make such a recommendation, in which case the board of directors shall inform the shareholders<\/span> of the basis for that determination. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The board of directors may set conditions for approval of the plan of domestication<\/span> by the shareholders<\/span> or the effectiveness of the plan of domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the approval of the shareholders<\/span> is to be sought at a shareholders<\/span> meeting, the corporation shall notify each shareholder<\/span>, regardless of whether entitled to vote, of the meeting of shareholders<\/span> at which the plan of domestication<\/span> is to be submitted for approval. The notice shall state<\/span> that the purpose, or one of the purposes, of the meeting is to consider the plan of domestication<\/span> and shall contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation<\/span> and the bylaws as they will be in effect immediately after the domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Unless the articles of incorporation<\/span> or the board of directors, acting pursuant to subdivision 3, require a greater vote, approval of the plan of domestication<\/span> requires (i) the approval of the shareholders<\/span> at a meeting at which a quorum exists consisting of more than two-thirds of the votes entitled to be cast on the plan and (ii) except as provided in subdivision 6, the approval of each class or series of shares<\/span> voting as a separate voting group<\/span> at the meeting at which a quorum of the voting group<\/span> exists consisting of more than two-thirds of the votes entitled to be cast on the plan by that voting group<\/span>. The articles of incorporation<\/span> may provide for a greater or lesser vote than that provided for in this section so long as the vote provided for is not less than a majority of all votes cast on the plan by each voting group<\/span> entitled to vote on the plan at a meeting at which a quorum of the voting group<\/span> exists. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The articles of incorporation<\/span> may expressly limit or eliminate the separate voting rights provided in clause (ii) of subdivision 5 as to any class or series of shares<\/span>, except when the articles of incorporation<\/span> of the foreign corporation<\/span> resulting from the domestication<\/span> include what would be in effect an amendment that would entitle the class or series to vote as a separate group under § 13.1-708<\/a> if it were a proposed amendment of the articles of incorporation<\/span> of the domestic domesticating corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> If as a result of a domestication<\/span> one or more shareholders<\/span> of a domestic domesticating corporation<\/span> would become subject to interest holder<\/span> liability, approval of the plan of domestication<\/span> shall require the signing in connection with the domestication<\/span>, by each such shareholder<\/span>, of a separate written<\/span> consent to become subject to such interest holder<\/span> liability, unless in the case of a shareholder<\/span> that already has interest holder<\/span> liability with respect to the domesticating corporation<\/span>, the terms and conditions of the interest holder<\/span> liability with respect to the domesticated corporation<\/span> are substantially identical to those of the existing interest holder<\/span> liability, other than for changes that eliminate or reduce such interest holder<\/span> liability. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACTION ON A PLAN OF DOMESTICATION OF A DOMESTIC CORPORATION (\u00a7 13.1-722.3)\n\nIn the case of a domestication of a domestic corporation into a foreign\njurisdiction, the plan of domestication shall be adopted in the following\nmanner:\n\n1. The plan of domestication shall first be adopted by the board of directors.\n\n2. After adopting the plan of domestication the board of directors shall submit\nthe plan to the shareholders for their approval.\n\t\t\tIn submitting the plan of domestication to the shareholders for approval, the\nboard of directors shall recommend that the shareholders approve the plan,\nunless the board of directors makes a determination that because of conflicts of\ninterest or other special circumstances it should not make such a\nrecommendation, in which case the board of directors shall inform the\nshareholders of the basis for that determination.\n\n3. The board of directors may set conditions for approval of the plan of\ndomestication by the shareholders or the effectiveness of the plan of\ndomestication.\n\n4. If the approval of the shareholders is to be sought at a shareholders\nmeeting, the corporation shall notify each shareholder, regardless of whether\nentitled to vote, of the meeting of shareholders at which the plan of\ndomestication is to be submitted for approval. The notice shall state that the\npurpose, or one of the purposes, of the meeting is to consider the plan of\ndomestication and shall contain or be accompanied by a copy or summary of the\nplan. The notice shall include or be accompanied by a copy of the articles of\nincorporation and the bylaws as they will be in effect immediately after the\ndomestication.\n\n5. Unless the articles of incorporation or the board of directors, acting\npursuant to subdivision 3, require a greater vote, approval of the plan of\ndomestication requires (i) the approval of the shareholders at a meeting at\nwhich a quorum exists consisting of more than two-thirds of the votes entitled\nto be cast on the plan and (ii) except as provided in subdivision 6, the\napproval of each class or series of shares voting as a separate voting group at\nthe meeting at which a quorum of the voting group exists consisting of more than\ntwo-thirds of the votes entitled to be cast on the plan by that voting group.\nThe articles of incorporation may provide for a greater or lesser vote than that\nprovided for in this section so long as the vote provided for is not less than a\nmajority of all votes cast on the plan by each voting group entitled to vote on\nthe plan at a meeting at which a quorum of the voting group exists.\n\n6. The articles of incorporation may expressly limit or eliminate the separate\nvoting rights provided in clause (ii) of subdivision 5 as to any class or series\nof shares, except when the articles of incorporation of the foreign corporation\nresulting from the domestication include what would be in effect an amendment\nthat would entitle the class or series to vote as a separate group under §\n13.1-708 if it were a proposed amendment of the articles of incorporation of the\ndomestic domesticating corporation.\n\n7. If as a result of a domestication one or more shareholders of a domestic\ndomesticating corporation would become subject to interest holder liability,\napproval of the plan of domestication shall require the signing in connection\nwith the domestication, by each such shareholder, of a separate written consent\nto become subject to such interest holder liability, unless in the case of a\nshareholder that already has interest holder liability with respect to the\ndomesticating corporation, the terms and conditions of the interest holder\nliability with respect to the domesticated corporation are substantially\nidentical to those of the existing interest holder liability, other than for\nchanges that eliminate or reduce such interest holder liability.\n\nHISTORY: 2001, c. 545; 2002, c. 1; 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}}