{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-898.3.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-898.3.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-898.3.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-898.3.html"}],"law_id":79204,"edition_id":1,"section_id":79204,"structure_id":14844,"section_number":"13.1-898.3","catch_line":"Action on plan of domestication by a domestic corporation","history":"2003, c. 374; 2007, c. 925.","full_text":"A\n\nWhen the members of a domestic corporation have voting rights, a plan of domestication shall be adopted in the following manner:1\n\nThe board of directors of the corporation shall adopt the plan of domestication.2\n\nAfter adopting a plan of domestication, the board of directors shall submit the plan of domestication for approval by the members.3\n\nFor a plan of domestication to be approved:\n\t\t\t\ta. The board of directors shall recommend the plan to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members with the plan; and\n\t\t\t\tb. The members shall approve the plan as provided in subdivision 6 of this subsection.4\n\nThe board of directors may condition its submission of the plan of domestication to the members on any basis.5\n\nThe corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with § 13.1-842 at which the plan of domestication is to be submitted for approval. The notice shall state that a purpose of the meeting is to consider the plan and shall contain or be accompanied by a copy of the plan.6\n\nUnless this Act or the board of directors, acting pursuant to subdivision 4 of this subsection, requires a greater vote, the plan of domestication shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subdivision or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the 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.7\n\nVoting by a class of members as a separate voting group is required on a plan of domestication if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would entitle the class to vote as a separate voting group on the proposed amendment under § 13.1-887.B\n\nWhen a domestic corporation has no members, or no members have voting rights, a plan of domestication shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.","order_by":null,"text":{"0":{"id":283626,"text":"When the members of a domestic corporation have voting rights, a plan of domestication shall be adopted in the following manner:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":283627,"text":"The board of directors of the corporation shall adopt the plan of domestication.","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":283628,"text":"After adopting a plan of domestication, the board of directors shall submit the plan of domestication for approval by the members.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":283629,"text":"For a plan of domestication to be approved:\n\t\t\t\ta. The board of directors shall recommend the plan to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members with the plan; and\n\t\t\t\tb. The members shall approve the plan as provided in subdivision 6 of this subsection.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":283630,"text":"The board of directors may condition its submission of the plan of domestication to the members on any basis.","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":283631,"text":"The corporation shall notify each member entitled to vote of the proposed members’ meeting in accordance with § 13.1-842 at which the plan of domestication is to be submitted for approval. The notice shall state that a purpose of the meeting is to consider the plan and shall contain or be accompanied by a copy of the plan.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":283632,"text":"Unless this Act or the board of directors, acting pursuant to subdivision 4 of this subsection, requires a greater vote, the plan of domestication shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subdivision or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the 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":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":283633,"text":"Voting by a class of members as a separate voting group is required on a plan of domestication if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would entitle the class to vote as a separate voting group on the proposed amendment under § 13.1-887.","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"B"},"8":{"id":283634,"text":"When a domestic corporation has no members, or no members have voting rights, a plan of domestication shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A7"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-898.3\/","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 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 2007, chapter 925<\/a>.<\/p>","references":[{"id":83298,"section_number":"13.1-898.1:1","catch_line":"Definitions","order_by":null,"url":"\/13.1-898.1_1\/"}],"refers_to":[{"id":87273,"section_number":"13.1-842","catch_line":"Notice of meeting","order_by":null,"url":"\/13.1-842\/"}],"permalink":{"id":147659,"object_type":"law","relational_id":79204,"identifier":"13.1-898.3","token":"13.1\/10\/11.1\/13.1-898.3","url":"\/13.1-898.3\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-898.3\/","token":"13.1\/10\/11.1\/13.1-898.3","dublin_core":{"Title":"Action on plan of domestication by a domestic corporation","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-898.3","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When the members<\/span> of a domestic corporation<\/span> have voting rights, a plan of domestication<\/span> shall be adopted in the following manner: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The board of directors<\/span> of the corporation shall adopt the plan of domestication<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> After adopting a plan of domestication<\/span>, the board of directors<\/span> shall submit the plan of domestication<\/span> for approval by the members<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> For a plan of domestication<\/span> to be approved:\n\t\t\t\ta. The board of directors<\/span> shall recommend the plan to the members<\/span> unless the board of directors<\/span> determines that because of conflict of interests<\/span> or other special circumstances it should make no recommendation and communicates the basis for its determination to the members<\/span> with the plan; and\n\t\t\t\tb. The members<\/span> shall approve the plan as provided in subdivision 6 of this subsection. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The board of directors<\/span> may condition its submission of the plan of domestication<\/span> to the members<\/span> on any basis. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The corporation shall notify each member<\/span> entitled to vote of the proposed members<\/span>’ meeting in accordance with § 13.1-842<\/a> at which the plan of domestication<\/span> is to be submitted for approval. The notice shall state<\/span> that a purpose of the meeting is to consider the plan and shall contain or be accompanied by a copy of the plan. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Unless this Act or the board of directors<\/span>, acting pursuant to subdivision 4 of this subsection, requires a greater vote, the plan of domestication<\/span> shall be approved by each voting group<\/span> entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group<\/span>. The articles of incorporation<\/span> may provide for a greater or lesser vote than that provided for in this subdivision or a vote by separate voting groups<\/span> so long as the vote provided for is not less than a majority of all the 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

7.<\/span> Voting by a class of members<\/span> as a separate voting group<\/span> is required on a plan of domestication<\/span> if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation<\/span>, would entitle the class to vote as a separate voting group<\/span> on the proposed amendment under § 13.1-887<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> When a domestic corporation<\/span> has no members<\/span>, or no members<\/span> have voting rights, a plan of domestication<\/span> shall be adopted at a meeting of the board of directors<\/span> of such corporation upon receiving the vote of a majority of the directors in office. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nACTION ON PLAN OF DOMESTICATION BY A DOMESTIC CORPORATION (\u00a7 13.1-898.3)\n\nA. When the members of a domestic corporation have voting rights, a plan of\ndomestication shall be adopted in the following manner:\n\n 1. The board of directors of the corporation shall adopt the plan of\n domestication.\n\n 2. After adopting a plan of domestication, the board of directors shall submit\n the plan of domestication for approval by the members.\n\n 3. For a plan of domestication to be approved:\n \t\t\t\ta. The board of directors shall recommend the plan to the members unless\n the board of directors determines that because of conflict of interests or\n other special circumstances it should make no recommendation and communicates\n the basis for its determination to the members with the plan; and\n \t\t\t\tb. The members shall approve the plan as provided in subdivision 6 of this\n subsection.\n\n 4. The board of directors may condition its submission of the plan of\n domestication to the members on any basis.\n\n 5. The corporation shall notify each member entitled to vote of the proposed\n members’ meeting in accordance with § 13.1-842 at which the plan of\n domestication is to be submitted for approval. The notice shall state that a\n purpose of the meeting is to consider the plan and shall contain or be\n accompanied by a copy of the plan.\n\n 6. Unless this Act or the board of directors, acting pursuant to subdivision 4\n of this subsection, requires a greater vote, the plan of domestication shall\n be approved by each voting group entitled to vote on the plan by more than\n two-thirds of all the votes entitled to be cast by that voting group. The\n articles of incorporation may provide for a greater or lesser vote than that\n provided for in this subdivision or a vote by separate voting groups so long\n as the vote provided for is not less than a majority of all the votes cast on\n the plan by each voting group entitled to vote on the plan at a meeting at\n which a quorum of the voting group exists.\n\n 7. Voting by a class of members as a separate voting group is required on a\n plan of domestication if the plan contains a provision that, if contained in a\n proposed amendment to articles of incorporation, would entitle the class to\n vote as a separate voting group on the proposed amendment under §\n 13.1-887.\n\nB. When a domestic corporation has no members, or no members have voting rights,\na plan of domestication shall be adopted at a meeting of the board of directors\nof such corporation upon receiving the vote of a majority of the directors in\noffice.\n\nHISTORY: 2003, c. 374; 2007, c. 925.","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}}