                                 CODE OF VIRGINIA

ARTICLES OF DOMESTICATION (§ 13.1-1077)

A. After the domestication of a foreign limited liability company to a domestic
limited liability company is approved in the manner required by the laws of the
jurisdiction in which the limited liability company is organized, the limited
liability company shall deliver to the Commission for filing articles of
domestication setting forth:

   1. The name of the foreign limited liability company immediately before the
   filing of the articles of domestication and the name of the limited liability
   company upon its domestication as a domestic limited liability company, which
   shall satisfy the requirements of &#xA7; 13.1-1012;

   2. The date on which the foreign limited liability company was originally
   formed, organized, or incorporated, and its original name, entity type, and
   jurisdiction of formation, organization, or incorporation, and, for each
   subsequent change of entity type or jurisdiction of formation, organization,
   or incorporation made before the filing of the articles of domestication, the
   effective date of the change and the limited liability company&#8217;s name,
   entity type, and jurisdiction of formation, organization, or incorporation
   upon consummation of the change;

   3. The plan of domestication, including the full text of the amended and
   restated articles of organization of the domestic limited liability company
   that comply with the requirements of this chapter, as they will be in effect
   upon consummation of the domestication; and

   4. A statement that the domestication is permitted by the laws of the
   jurisdiction in which the foreign limited liability company is organized and
   that the foreign limited liability company has complied with those laws in
   effecting the domestication.

B. 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.

C. The certificate of domestication shall become effective pursuant to
subsection D of &#xA7; 13.1-1004.

D. A foreign limited liability company&#8217;s existence as a domestic limited
liability company shall begin when the certificate of domestication is
effective. Upon becoming effective, the certificate of domestication shall be
conclusive evidence that all conditions precedent required to be performed by
the foreign limited liability company have been complied with and that the
limited liability company has been organized under this chapter.

E. If the foreign limited liability company is authorized to transact business
in the Commonwealth under Article 10 (&#xA7; 13.1-1051 et seq.), its certificate
of registration shall be canceled automatically on the effective time and date
of the certificate of domestication issued by the Commission.

HISTORY: 2006, c. 912; 2012, c. 130; 2013, c. 17; 2016, c. 288.