                                 CODE OF VIRGINIA

EFFECT OF DOMESTICATION (§ 13.1-1079)

A. When a foreign limited liability company&#8217;s certificate of domestication
in this Commonwealth becomes effective, with respect to that limited liability
company:

   1. The title to all real estate and other property remains in the limited
   liability company without reversion or impairment;

   2. The liabilities remain the liabilities of the limited liability company;

   3. A proceeding pending may be continued by or against the limited liability
   company as if the domestication did not occur;

   4. The articles of organization attached to the articles of domestication
   constitute the articles of organization of the limited liability company; and

   5. The limited liability company is deemed to:
   				a. Be organized under the laws of this Commonwealth for all purposes;
   				b. Be the same limited liability company as the limited liability company
   that existed under the laws of the jurisdiction or jurisdictions in which it
   was originally organized or formerly domesticated; and
   				c. Have been organized on the date it was originally formed or organized.

B. Any member of a foreign limited liability company that domesticates into this
Commonwealth who, prior to the domestication, was liable for the liabilities or
obligations of the limited liability company is not released from those
liabilities or obligations by reason of the domestication.

HISTORY: 2006, c. 912.