                                 CODE OF VIRGINIA

DOMESTICATION (§ 13.1-1075)

A. A foreign limited liability company may become a domestic limited liability
company if the laws of the jurisdiction in which the foreign limited liability
company is organized 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. A domestic limited liability company not required by law to be a domestic
limited liability company may become a foreign limited liability company if the
jurisdiction in which the limited liability company 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 limited liability company domesticates shall govern
the effect of domesticating in that jurisdiction.

C. The plan of domestication shall set forth:

   1. The name of the state or other jurisdiction under whose laws the domestic
   or foreign limited liability company is organized;

   2. A statement of the jurisdiction in which the domestic or foreign limited
   liability company is to be domesticated;

   3. The terms and conditions of the domestication, provided that such terms and
   conditions may not alter the ownership proportion and relative rights,
   preferences, and limitations of the interests of the limited liability
   company; and

   4. For a foreign limited liability company that is to become a domestic
   limited liability company, as a referenced attachment, amended and restated
   articles of organization that comply with &#xA7; 13.1-1011 as they will be in
   effect upon consummation of the domestication.

D. The plan of domestication may include any other provision relating to the
domestication.

E. The plan of domestication may also include a provision that the members may
amend the plan at any time prior to the effective date of the certificate of
domestication or such other document required by the laws of the other
jurisdiction to consummate the domestication.

HISTORY: 2006, c. 912; 2012, c. 130; 2021, Sp. Sess. I, c. 487.