{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-898.7.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-898.7.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-898.7.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-898.7.html"}],"law_id":70800,"edition_id":1,"section_id":70800,"structure_id":14844,"section_number":"13.1-898.7","catch_line":"Abandonment of domestication","history":"2003, c. 374; 2007, c. 925; 2015, c. 623; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nUnless otherwise provided in the plan of domestication, after a plan of domestication has been adopted and approved by a domestic corporation as required by this article, and at any time before the certificate of incorporation surrender has become effective, the plan may be abandoned by the corporation without action by its members in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.B\n\nA domesticating corporation that is a foreign corporation may abandon its domestication to a domestic corporation in the manner prescribed by its organic law.C\n\nIf a domestication is abandoned after articles of incorporation surrender or articles of domestication have been filed with the Commission but before the certificate of incorporation surrender or certificate of domestication has become effective, a statement of abandonment signed by the domesticating corporation shall be delivered to the Commission for filing prior to the effective time and date of the certificate of incorporation surrender or certificate of domestication. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the domestication shall be deemed abandoned and shall not become effective.D\n\nThe statement of abandonment shall contain:1\n\nThe name of the domesticating corporation and its jurisdiction of formation;2\n\nWhen the domestication corporation is a foreign corporation, the name of the domesticated corporation set forth in the articles of domestication;3\n\nThe date on which the articles of incorporation surrender or articles of domestication were filed with the Commission;4\n\nThe date and time on which the Commission’s certificate of incorporation surrender or certificate of domestication becomes effective; and5\n\nA statement that domestication is being abandoned in accordance with this section or, when the domesticating corporation is a foreign corporation, a statement that the foreign corporation abandoned the domestication as required by its organic law.","order_by":null,"text":{"0":{"id":255341,"text":"Unless otherwise provided in the plan of domestication, after a plan of domestication has been adopted and approved by a domestic corporation as required by this article, and at any time before the certificate of incorporation surrender has become effective, the plan may be abandoned by the corporation without action by its members in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":255342,"text":"A domesticating corporation that is a foreign corporation may abandon its domestication to a domestic corporation in the manner prescribed by its organic law.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":255343,"text":"If a domestication is abandoned after articles of incorporation surrender or articles of domestication have been filed with the Commission but before the certificate of incorporation surrender or certificate of domestication has become effective, a statement of abandonment signed by the domesticating corporation shall be delivered to the Commission for filing prior to the effective time and date of the certificate of incorporation surrender or certificate of domestication. If the Commission finds that the statement of abandonment complies with the requirements of law, it shall issue a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission, and the domestication shall be deemed abandoned and shall not become effective.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":255344,"text":"The statement of abandonment shall contain:","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"D1"},"4":{"id":255345,"text":"The name of the domesticating corporation and its jurisdiction of formation;","type":"section","prefixes":["D","1"],"prefix":"1","entire_prefix":"D1","prefix_anchor":"D1","level":2,"prior_prefix":"D","next_prefix":"D2"},"5":{"id":255346,"text":"When the domestication corporation is a foreign corporation, the name of the domesticated corporation set forth in the articles of domestication;","type":"section","prefixes":["D","2"],"prefix":"2","entire_prefix":"D2","prefix_anchor":"D2","level":2,"prior_prefix":"D1","next_prefix":"D3"},"6":{"id":255347,"text":"The date on which the articles of incorporation surrender or articles of domestication were filed with the Commission;","type":"section","prefixes":["D","3"],"prefix":"3","entire_prefix":"D3","prefix_anchor":"D3","level":2,"prior_prefix":"D2","next_prefix":"D4"},"7":{"id":255348,"text":"The date and time on which the Commission’s certificate of incorporation surrender or certificate of domestication becomes effective; and","type":"section","prefixes":["D","4"],"prefix":"4","entire_prefix":"D4","prefix_anchor":"D4","level":2,"prior_prefix":"D3","next_prefix":"D5"},"8":{"id":255349,"text":"A statement that domestication is being abandoned in accordance with this section or, when the domesticating corporation is a foreign corporation, a statement that the foreign corporation abandoned the domestication as required by its organic law.","type":"section","prefixes":["D","5"],"prefix":"5","entire_prefix":"D5","prefix_anchor":"D5","level":2,"prior_prefix":"D4"}},"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":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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-898.7\/","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 2015, chapter 623<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":147675,"object_type":"law","relational_id":70800,"identifier":"13.1-898.7","token":"13.1\/10\/11.1\/13.1-898.7","url":"\/13.1-898.7\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-898.7\/","token":"13.1\/10\/11.1\/13.1-898.7","dublin_core":{"Title":"Abandonment of domestication","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-898.7","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Unless otherwise provided in the plan of domestication<\/span>, after a plan of domestication<\/span> has been adopted and approved by a domestic corporation<\/span> as required by this article, and at any time before the certificate of incorporation surrender<\/span> has become effective, the plan may be abandoned by the corporation without action by its members<\/span> in accordance with any procedures set forth in the plan or, if no such procedures are set forth in the plan, in the manner determined by the board of directors<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> A domesticating corporation<\/span> that is a foreign corporation<\/span> may abandon its domestication<\/span> to a domestic corporation<\/span> in the manner prescribed by its organic law<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> If a domestication<\/span> is abandoned after articles of incorporation<\/span> surrender or articles of domestication<\/span> have been filed with the Commission<\/span> but before the certificate of incorporation surrender<\/span> or certificate of domestication<\/span> has become effective, a statement of abandonment signed by the domesticating corporation<\/span> shall be delivered to the Commission<\/span> for filing prior to the effective time and date of the certificate of incorporation surrender<\/span> or certificate of domestication<\/span>. If the Commission<\/span> finds that the statement of abandonment complies with the requirements of law, it shall issue<\/span> a certificate of abandonment, effective as of the date and time the statement of abandonment was received by the Commission<\/span>, and the domestication<\/span> shall be deemed abandoned and shall not become effective. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The statement of abandonment shall contain: <\/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> When the domestication<\/span> corporation is a foreign corporation<\/span>, the name of the domesticated corporation<\/span> set forth in the articles of domestication<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The date on which the articles of incorporation<\/span> surrender or articles of domestication<\/span> were filed with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The date and time on which the Commission<\/span>’s certificate of incorporation surrender<\/span> or certificate of domestication<\/span> becomes effective; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that domestication<\/span> is being abandoned in accordance with this section or, when the domesticating corporation<\/span> is a foreign corporation<\/span>, a statement that the foreign corporation<\/span> abandoned the domestication<\/span> as required by its organic law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nABANDONMENT OF DOMESTICATION (\u00a7 13.1-898.7)\n\nA. Unless otherwise provided in the plan of domestication, after a plan of\ndomestication has been adopted and approved by a domestic corporation as\nrequired by this article, and at any time before the certificate of\nincorporation surrender has become effective, the plan may be abandoned by the\ncorporation without action by its members in accordance with any procedures set\nforth in the plan or, if no such procedures are set forth in the plan, in the\nmanner determined by the board of directors.\n\nB. A domesticating corporation that is a foreign corporation may abandon its\ndomestication to a domestic corporation in the manner prescribed by its organic\nlaw.\n\nC. If a domestication is abandoned after articles of incorporation surrender or\narticles of domestication have been filed with the Commission but before the\ncertificate of incorporation surrender or certificate of domestication has\nbecome effective, a statement of abandonment signed by the domesticating\ncorporation shall be delivered to the Commission for filing prior to the\neffective time and date of the certificate of incorporation surrender or\ncertificate of domestication. If the Commission finds that the statement of\nabandonment complies with the requirements of law, it shall issue a certificate\nof abandonment, effective as of the date and time the statement of abandonment\nwas received by the Commission, and the domestication shall be deemed abandoned\nand shall not become effective.\n\nD. The statement of abandonment shall contain:\n\n 1. The name of the domesticating corporation and its jurisdiction of\n formation;\n\n 2. When the domestication corporation is a foreign corporation, the name of\n the domesticated corporation set forth in the articles of domestication;\n\n 3. The date on which the articles of incorporation surrender or articles of\n domestication were filed with the Commission;\n\n 4. The date and time on which the Commission’s certificate of\n incorporation surrender or certificate of domestication becomes effective; and\n\n 5. A statement that domestication is being abandoned in accordance with this\n section or, when the domesticating corporation is a foreign corporation, a\n statement that the foreign corporation abandoned the domestication as required\n by its organic law.\n\nHISTORY: 2003, c. 374; 2007, c. 925; 2015, c. 623; 2021, Sp. Sess. I, c. 487.","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}}