                                 CODE OF VIRGINIA

ARTICLES OF DOMESTICATION; EFFECTIVENESS (§ 13.1-722.5)

A. After (i) a plan of domestication of a domestic corporation has been adopted
and approved as required by this chapter or (ii) a foreign corporation that is
the domesticating corporation has approved a domestication as required under its
organic law, articles of domestication shall be signed in the name of the
domesticating corporation. The articles shall set forth:

   1. The name of the domesticating corporation and its jurisdiction of
   formation;

   2. The original name, date of formation, jurisdiction of formation, and entity
   type of the domesticating corporation and its name, jurisdiction of formation,
   and entity type upon each subsequent domestication or conversion;

   3. The plan of domestication;

   4. If the domesticating corporation is a domestic corporation:
   				a. The date the plan of domestication was approved;
   				b. A statement that the plan of domestication was approved by the
   unanimous consent of the shareholders, or that the plan was submitted by the
   board of directors to the shareholders in accordance with this chapter and was
   duly approved by the shareholders in the manner required by this chapter and
   by the articles of incorporation;
   				c. A statement that the corporation revokes the authority of its
   registered agent to accept service on its behalf and appoints the clerk of the
   Commission as an agent for service of process in any proceeding based on a
   cause of action arising during the time it was incorporated in the
   Commonwealth;
   				d. A mailing address to which the clerk may mail a copy of any process
   served on the clerk under subdivision c; and
   				e. A commitment by the corporation to notify the clerk of the Commission
   in the future of any change in the mailing address of the corporation; and

   5. If the domesticating corporation is a foreign corporation, a statement that
   the domestication is permitted by and was approved in accordance with the
   organic law of the foreign corporation.

B. The articles of domestication shall be delivered to the Commission for
filing. 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.

HISTORY: 2001, c. 545; 2002, c. 1; 2015, c. 623; 2019, c. 734; 2020, c. 1226.