{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-898.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-898.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-898.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-898.2.html"}],"law_id":70179,"edition_id":1,"section_id":70179,"structure_id":14844,"section_number":"13.1-898.2","catch_line":"Domestication","history":"2003, c. 374; 2007, c. 925; 2012, c. 130.","full_text":"A\n\nA foreign corporation may become a domestic corporation if the laws of the jurisdiction in which the foreign corporation is incorporated authorize it to domesticate in another jurisdiction. The laws of the Commonwealth shall govern the effect of domesticating in the Commonwealth pursuant to this article.B\n\nA domestic corporation not required by law to be a domestic corporation may become a foreign corporation if the jurisdiction in which the corporation intends to domesticate allows for the domestication. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved in the manner provided in this article. The laws of the jurisdiction in which the corporation domesticates shall govern the effect of domesticating in that jurisdiction.C\n\nThe plan of domestication shall set forth:1\n\nA statement of the jurisdiction in which the corporation is to be domesticated;2\n\nThe terms and conditions of the domestication; and3\n\nFor a foreign corporation that is to become a domestic corporation, as a referenced attachment, amended and restated articles of incorporation that comply with the requirements of § 13.1-819 as they will be in effect upon consummation of the domestication.D\n\nThe plan of domestication may include any other provision relating to the domestication.E\n\nThe plan of domestication may also include a provision that the board of directors may amend the plan at any time prior to issuance of the certificate of domestication or such other document required by the laws of the other jurisdiction to consummate the domestication. Where a plan of domestication is required to be submitted to the members for their approval, an amendment made subsequent to the submission of the plan to the members of the corporation shall not alter or change any of the terms or conditions of the plan if such alteration or change would adversely affect the members of any class of the corporation.","order_by":null,"text":{"0":{"id":253433,"text":"A foreign corporation may become a domestic corporation if the laws of the jurisdiction in which the foreign corporation is incorporated authorize it to domesticate in another jurisdiction. The laws of the Commonwealth shall govern the effect of domesticating in the Commonwealth pursuant to this article.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":253434,"text":"A domestic corporation not required by law to be a domestic corporation may become a foreign corporation if the jurisdiction in which the corporation intends to domesticate allows for the domestication. Regardless of whether the laws of the foreign jurisdiction require the adoption of a plan of domestication, the domestication shall be approved in the manner provided in this article. The laws of the jurisdiction in which the corporation domesticates shall govern the effect of domesticating in that jurisdiction.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":253435,"text":"The plan of domestication shall set forth:","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"C1"},"3":{"id":253436,"text":"A statement of the jurisdiction in which the corporation is to be domesticated;","type":"section","prefixes":["C","1"],"prefix":"1","entire_prefix":"C1","prefix_anchor":"C1","level":2,"prior_prefix":"C","next_prefix":"C2"},"4":{"id":253437,"text":"The terms and conditions of the domestication; and","type":"section","prefixes":["C","2"],"prefix":"2","entire_prefix":"C2","prefix_anchor":"C2","level":2,"prior_prefix":"C1","next_prefix":"C3"},"5":{"id":253438,"text":"For a foreign corporation that is to become a domestic corporation, as a referenced attachment, amended and restated articles of incorporation that comply with the requirements of § 13.1-819 as they will be in effect upon consummation of the domestication.","type":"section","prefixes":["C","3"],"prefix":"3","entire_prefix":"C3","prefix_anchor":"C3","level":2,"prior_prefix":"C2","next_prefix":"D"},"6":{"id":253439,"text":"The plan of domestication may include any other provision relating to the domestication.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C3","next_prefix":"E"},"7":{"id":253440,"text":"The plan of domestication may also include a provision that the board of directors may amend the plan at any time prior to issuance of the certificate of domestication or such other document required by the laws of the other jurisdiction to consummate the domestication. Where a plan of domestication is required to be submitted to the members for their approval, an amendment made subsequent to the submission of the plan to the members of the corporation shall not alter or change any of the terms or conditions of the plan if such alteration or change would adversely affect the members of any class of the corporation.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"ancestry":[{"id":14844,"edition_id":1,"name":"Domestication","identifier":"11.1","label":"article","depth":3,"order_by":1,"parent_id":13004,"metadata":{},"date_created":"2026-06-26 03:50:20","date_modified":"2026-06-26 03:50:20","permalink":{"id":147649,"object_type":"structure","relational_id":14844,"identifier":"11.1","token":"13.1\/10\/11.1","url":"\/13.1\/10\/11.1\/","edition_id":1,"permalink":0,"preferred":1}},{"id":13004,"edition_id":1,"name":"Virginia Nonstock Corporation Act","identifier":"10","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:44:07","date_modified":"2026-06-26 03:44:07","permalink":{"id":147501,"object_type":"structure","relational_id":13004,"identifier":"10","token":"13.1\/10","url":"\/13.1\/10\/","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":83298,"structure_id":14844,"section_number":"13.1-898.1:1","catch_line":"Definitions","url":"\/13.1-898.1_1\/","token":"13.1\/10\/11.1\/13.1-898.1_1","metadata":false},{"id":70179,"structure_id":14844,"section_number":"13.1-898.2","catch_line":"Domestication","url":"\/13.1-898.2\/","token":"13.1\/10\/11.1\/13.1-898.2","metadata":false},{"id":79204,"structure_id":14844,"section_number":"13.1-898.3","catch_line":"Action on plan of domestication by a domestic corporation","url":"\/13.1-898.3\/","token":"13.1\/10\/11.1\/13.1-898.3","metadata":false},{"id":58600,"structure_id":14844,"section_number":"13.1-898.4","catch_line":"Articles of domestication","url":"\/13.1-898.4\/","token":"13.1\/10\/11.1\/13.1-898.4","metadata":false},{"id":56749,"structure_id":14844,"section_number":"13.1-898.5","catch_line":"Surrender of articles of incorporation upon domestication","url":"\/13.1-898.5\/","token":"13.1\/10\/11.1\/13.1-898.5","metadata":false},{"id":69628,"structure_id":14844,"section_number":"13.1-898.6","catch_line":"Effect of domestication","url":"\/13.1-898.6\/","token":"13.1\/10\/11.1\/13.1-898.6","metadata":false},{"id":70800,"structure_id":14844,"section_number":"13.1-898.7","catch_line":"Abandonment of domestication","url":"\/13.1-898.7\/","token":"13.1\/10\/11.1\/13.1-898.7","metadata":false}],"previous_section":{"id":83298,"structure_id":14844,"section_number":"13.1-898.1:1","catch_line":"Definitions","url":"\/13.1-898.1_1\/","token":"13.1\/10\/11.1\/13.1-898.1_1","metadata":false},"next_section":{"id":79204,"structure_id":14844,"section_number":"13.1-898.3","catch_line":"Action on plan of domestication by a domestic corporation","url":"\/13.1-898.3\/","token":"13.1\/10\/11.1\/13.1-898.3","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-898.2\/","history_text":"

This law was first created in 2003. The record of its establishment is cataloged in chapter 374<\/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 2007, chapter 925<\/a>; in 2012, chapter 130<\/a>.<\/p>","references":false,"refers_to":[{"id":72443,"section_number":"13.1-819","catch_line":"Articles of incorporation","order_by":null,"url":"\/13.1-819\/"}],"permalink":{"id":147655,"object_type":"law","relational_id":70179,"identifier":"13.1-898.2","token":"13.1\/10\/11.1\/13.1-898.2","url":"\/13.1-898.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-898.2\/","token":"13.1\/10\/11.1\/13.1-898.2","dublin_core":{"Title":"Domestication","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-898.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign corporation<\/span> may become a domestic corporation<\/span> if the laws<\/span> of the jurisdiction<\/span> in which the foreign corporation<\/span> is incorporated authorize it to domesticate in another jurisdiction<\/span>. The laws<\/span> of the Commonwealth shall govern the effect of domesticating in the Commonwealth pursuant to this article. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A domestic corporation<\/span> not required by law<\/span> to be a domestic corporation<\/span> may become a foreign corporation<\/span> if the jurisdiction<\/span> in which the corporation intends to domesticate allows for the domestication<\/span>. Regardless of whether the laws<\/span> of the foreign jurisdiction<\/span> require the adoption of a plan of domestication<\/span>, the domestication<\/span> shall be approved in the manner provided in this article. The laws<\/span> of the jurisdiction<\/span> in which the corporation domesticates shall govern the effect of domesticating in that jurisdiction<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

1.<\/span> A statement of the jurisdiction<\/span> in which the corporation is to be domesticated; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

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

3.<\/span> For a foreign corporation<\/span> that is to become a domestic corporation<\/span>, as a referenced attachment<\/span>, amended and restated articles of incorporation<\/span> that comply with the requirements of § 13.1-819<\/a> as they will be in effect upon consummation of the domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The plan of domestication<\/span> may include any other provision relating to the domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> The plan of domestication<\/span> may also include a provision that the board of directors<\/span> may amend<\/span> the plan at any time prior to issuance of the certificate of domestication<\/span> or such other document<\/span> required by the laws<\/span> of the other jurisdiction<\/span> to consummate the domestication<\/span>. Where a plan of domestication<\/span> is required to be submitted to the members<\/span> for their approval, an amendment made subsequent to the submission of the plan to the members<\/span> of the corporation shall not alter or change any of the terms or conditions of the plan if such alteration or change would adversely affect the members<\/span> of any class of the corporation. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nDOMESTICATION (\u00a7 13.1-898.2)\n\nA. A foreign corporation may become a domestic corporation if the laws of the\njurisdiction in which the foreign corporation is incorporated authorize it to\ndomesticate in another jurisdiction. The laws of the Commonwealth shall govern\nthe effect of domesticating in the Commonwealth pursuant to this article.\n\nB. A domestic corporation not required by law to be a domestic corporation may\nbecome a foreign corporation if the jurisdiction in which the corporation\nintends to domesticate allows for the domestication. Regardless of whether the\nlaws of the foreign jurisdiction require the adoption of a plan of\ndomestication, the domestication shall be approved in the manner provided in\nthis article. The laws of the jurisdiction in which the corporation domesticates\nshall govern the effect of domesticating in that jurisdiction.\n\nC. The plan of domestication shall set forth:\n\n 1. A statement of the jurisdiction in which the corporation is to be\n domesticated;\n\n 2. The terms and conditions of the domestication; and\n\n 3. For a foreign corporation that is to become a domestic corporation, as a\n referenced attachment, amended and restated articles of incorporation that\n comply with the requirements of § 13.1-819 as they will be in effect upon\n consummation of the domestication.\n\nD. The plan of domestication may include any other provision relating to the\ndomestication.\n\nE. The plan of domestication may also include a provision that the board of\ndirectors may amend the plan at any time prior to issuance of the certificate of\ndomestication or such other document required by the laws of the other\njurisdiction to consummate the domestication. Where a plan of domestication is\nrequired to be submitted to the members for their approval, an amendment made\nsubsequent to the submission of the plan to the members of the corporation shall\nnot alter or change any of the terms or conditions of the plan if such\nalteration or change would adversely affect the members of any class of the\ncorporation.\n\nHISTORY: 2003, c. 374; 2007, c. 925; 2012, c. 130.","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}}