{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-722.5.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-722.5.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-722.5.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-722.5.html"}],"law_id":62001,"edition_id":1,"section_id":62001,"structure_id":15088,"section_number":"13.1-722.5","catch_line":"Articles of domestication; effectiveness","history":"2001, c. 545; 2002, c. 1; 2015, c. 623; 2019, c. 734; 2020, c. 1226.","full_text":"A\n\nAfter (i) a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter or (ii) a foreign corporation that is the domesticating corporation has approved a domestication as required under its organic law, articles of domestication shall be signed in the name of the domesticating corporation. The articles shall set forth:1\n\nThe name of the domesticating corporation and its jurisdiction of formation;2\n\nThe original name, date of formation, jurisdiction of formation, and entity type of the domesticating corporation and its name, jurisdiction of formation, and entity type upon each subsequent domestication or conversion;3\n\nThe plan of domestication;4\n\nIf the domesticating corporation is a domestic corporation:\n\t\t\t\ta. The date the plan of domestication was approved;\n\t\t\t\tb. A statement that the plan of domestication was approved by the unanimous consent of the shareholders, or that the plan was submitted by the board of directors to the shareholders in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;\n\t\t\t\tc. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process in any proceeding based on a cause of action arising during the time it was incorporated in the Commonwealth;\n\t\t\t\td. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision c; and\n\t\t\t\te. A commitment by the corporation to notify the clerk of the Commission in the future of any change in the mailing address of the corporation; and5\n\nIf the domesticating corporation is a foreign corporation, a statement that the domestication is permitted by and was approved in accordance with the organic law of the foreign corporation.B\n\nThe articles of domestication shall be delivered to the Commission for filing. 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.","order_by":null,"text":{"0":{"id":226293,"text":"After (i) a plan of domestication of a domestic corporation has been adopted and approved as required by this chapter or (ii) a foreign corporation that is the domesticating corporation has approved a domestication as required under its organic law, articles of domestication shall be signed in the name of the domesticating corporation. The articles shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":226294,"text":"The name of the domesticating corporation and its jurisdiction of formation;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":226295,"text":"The original name, date of formation, jurisdiction of formation, and entity type of the domesticating corporation and its name, jurisdiction of formation, and entity type upon each subsequent domestication or conversion;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":226296,"text":"The plan of domestication;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":226297,"text":"If the domesticating corporation is a domestic corporation:\n\t\t\t\ta. The date the plan of domestication was approved;\n\t\t\t\tb. A statement that the plan of domestication was approved by the unanimous consent of the shareholders, or that the plan was submitted by the board of directors to the shareholders in accordance with this chapter and was duly approved by the shareholders in the manner required by this chapter and by the articles of incorporation;\n\t\t\t\tc. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as an agent for service of process in any proceeding based on a cause of action arising during the time it was incorporated in the Commonwealth;\n\t\t\t\td. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision c; and\n\t\t\t\te. A commitment by the corporation to notify the clerk of the Commission in the future of any change in the mailing address of the corporation; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":226298,"text":"If the domesticating corporation is a foreign corporation, a statement that the domestication is permitted by and was approved in accordance with the organic law of the foreign corporation.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":226299,"text":"The articles of domestication shall be delivered to the Commission for filing. 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":"A5"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-722.5\/","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 4 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 2015, chapter 623<\/a>; in 2019, chapter 734<\/a>; in 2020, chapter 1226<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":150417,"object_type":"law","relational_id":62001,"identifier":"13.1-722.5","token":"13.1\/9\/12.1\/13.1-722.5","url":"\/13.1-722.5\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-722.5\/","token":"13.1\/9\/12.1\/13.1-722.5","dublin_core":{"Title":"Articles of domestication; effectiveness","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-722.5","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> After (i) a plan of domestication<\/span> of a domestic corporation<\/span> has been adopted and approved as required by this chapter or (ii) a foreign corporation<\/span> that is the domesticating corporation<\/span> has approved a domestication<\/span> as required under its organic law<\/span>, articles of domestication<\/span> shall be signed in the name of the domesticating corporation<\/span>. The articles shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

2.<\/span> The original name, date of formation, jurisdiction of formation<\/span>, and entity<\/span> type of the domesticating corporation<\/span> and its name, jurisdiction of formation<\/span>, and entity<\/span> type upon each subsequent domestication<\/span> or conversion; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The plan of domestication<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> If the domesticating corporation<\/span> is a domestic corporation<\/span>:\n\t\t\t\ta. The date the plan of domestication<\/span> was approved;\n\t\t\t\tb. A statement that the plan of domestication<\/span> was approved by the unanimous consent of the shareholders<\/span>, or that the plan was submitted by the board of directors to the shareholders<\/span> in accordance with this chapter and was duly approved by the shareholders<\/span> in the manner required by this chapter and by the articles of incorporation<\/span>;\n\t\t\t\tc. A statement that the corporation revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission<\/span> as an agent for service of process<\/span> in any proceeding<\/span> based on a cause of action<\/span> arising during the time it was incorporated in the Commonwealth;\n\t\t\t\td. A mailing address to which the clerk may mail a copy of any process served on the clerk under subdivision c; and\n\t\t\t\te. A commitment by the corporation to notify the clerk of the Commission<\/span> in the future of any change in the mailing address of the corporation; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> If the domesticating corporation<\/span> is a foreign corporation<\/span>, a statement that the domestication<\/span> is permitted by and was approved in accordance with the organic law<\/span> of the foreign corporation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The articles of domestication<\/span> shall be delivered to the Commission<\/span> for filing. If the Commission<\/span> finds that the articles of domestication<\/span> comply with the requirements of law and that all required fees have been paid, it shall issue<\/span> a certificate of domestication<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nARTICLES OF DOMESTICATION; EFFECTIVENESS (\u00a7 13.1-722.5)\n\nA. After (i) a plan of domestication of a domestic corporation has been adopted\nand approved as required by this chapter or (ii) a foreign corporation that is\nthe domesticating corporation has approved a domestication as required under its\norganic law, articles of domestication shall be signed in the name of the\ndomesticating corporation. The articles shall set forth:\n\n 1. The name of the domesticating corporation and its jurisdiction of\n formation;\n\n 2. The original name, date of formation, jurisdiction of formation, and entity\n type of the domesticating corporation and its name, jurisdiction of formation,\n and entity type upon each subsequent domestication or conversion;\n\n 3. The plan of domestication;\n\n 4. If the domesticating corporation is a domestic corporation:\n \t\t\t\ta. The date the plan of domestication was approved;\n \t\t\t\tb. A statement that the plan of domestication was approved by the\n unanimous consent of the shareholders, or that the plan was submitted by the\n board of directors to the shareholders in accordance with this chapter and was\n duly approved by the shareholders in the manner required by this chapter and\n by the articles of incorporation;\n \t\t\t\tc. A statement that the corporation revokes the authority of its\n registered agent to accept service on its behalf and appoints the clerk of the\n Commission as an agent for service of process in any proceeding based on a\n cause of action arising during the time it was incorporated in the\n Commonwealth;\n \t\t\t\td. A mailing address to which the clerk may mail a copy of any process\n served on the clerk under subdivision c; and\n \t\t\t\te. A commitment by the corporation to notify the clerk of the Commission\n in the future of any change in the mailing address of the corporation; and\n\n 5. If the domesticating corporation is a foreign corporation, a statement that\n the domestication is permitted by and was approved in accordance with the\n organic law of the foreign corporation.\n\nB. The articles of domestication shall be delivered to the Commission for\nfiling. If the Commission finds that the articles of domestication comply with\nthe requirements of law and that all required fees have been paid, it shall\nissue a certificate of domestication.\n\nHISTORY: 2001, c. 545; 2002, c. 1; 2015, c. 623; 2019, c. 734; 2020, c. 1226.","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}}