                                 CODE OF VIRGINIA

SURRENDER OF ARTICLES OF ORGANIZATION UPON DOMESTICATION (§ 13.1-1078)

A. Whenever a domestic limited liability company has approved, in the manner
required by this article, a plan of domestication providing for the limited
liability company to be domesticated under the laws of another jurisdiction, the
limited liability company shall deliver to the Commission for filing articles of
organization surrender setting forth:

   1. The name of the limited liability company immediately before the filing of
   the articles of organization surrender;

   2. The jurisdiction in which the limited liability company is to be
   domesticated and the name of the limited liability company upon its
   domestication under the laws of that jurisdiction;

   3. The plan of domestication;

   4. A statement that the plan of domestication was adopted by the limited
   liability company in accordance with &#xA7; 13.1-1076;

   5. A statement that the articles of organization surrender are being filed in
   connection with the domestication of the limited liability company as a
   foreign limited liability company to be organized under the laws of another
   jurisdiction and that the limited liability company is surrendering its
   certificate of organization under the laws of this Commonwealth;

   6. A statement that the limited liability company revokes the authority of its
   registered agent to accept service on its behalf and appoints the clerk of the
   Commission as its agent for service of process in any proceeding based on a
   cause of action arising during the time it was organized in the Commonwealth;

   7. A mailing address to which the clerk may mail a copy of any process served
   on him under subdivision 6; and

   8. A commitment by the limited liability company to notify the clerk of the
   Commission in the future of any change in the mailing address of the limited
   liability company.

B. If the Commission finds that the articles of organization surrender comply
with the requirements of law and that all required fees have been paid, it shall
issue a certificate of organization surrender.

C. The limited liability company shall automatically cease to be a domestic
limited liability company when the certificate of organization surrender becomes
effective.

D. If the former domestic limited liability company intends to continue to
transact business in the Commonwealth, then, within thirty days after the
effective date of the certificate of organization surrender, it shall deliver to
the Commission an application for a certificate of registration to transact
business in the Commonwealth pursuant to &#xA7; 13.1-1052 together with a copy
of its instrument of domestication and articles of organization and all
amendments thereto, duly authenticated by the Secretary of State or other
official having custody of limited liability company records in the state or
other jurisdiction under whose laws it is organized or domesticated.

HISTORY: 2006, c. 912; 2009, c. 201; 2016, c. 288.