                                 CODE OF VIRGINIA

AMENDMENT OF PLAN OF DOMESTICATION; ABANDONMENT (§ 13.1-722.6)

A. A plan of domestication of a domestic corporation may be amended:

   1. In the same manner as the plan was approved, if the plan does not provide
   for the manner in which it may be amended; or

   2. In the manner provided in the plan, except that a shareholder that was
   entitled to vote on or consent to approval of the plan is entitled to vote on
   or consent to any amendment of the plan that will change:
   				a. The amount or kind of shares or other securities, obligations, rights
   to acquire shares or other securities, cash, other property, or any
   combination of the foregoing, to be received by any of the shareholders of the
   domesticating corporation under the plan;
   				b. The articles of incorporation or bylaws of the domesticated corporation
   that will be in effect immediately after the domestication becomes effective,
   except for changes that do not require approval of the shareholders of the
   domesticated corporation under its organic law or its proposed article of
   incorporation or bylaws as set forth in the plan; or
   				c. Any of the other terms or conditions of the plan, if the change would
   adversely affect the shareholder in any material respect.

B. Unless otherwise provided in the plan of domestication, after a plan of
domestication has been adopted and approved by a domestic corporation as
required by this article, and at any time before the certificate of
domestication has become effective, the plan may be abandoned by the corporation
without action by its shareholders in accordance with any procedures set forth
in the plan or, if no such procedures are set forth in the plan, in the manner
determined by the board of directors.

C. A domesticating corporation that is a foreign corporation may abandon its
domestication to a domestic corporation in the manner prescribed by its organic
law.

D. If a domestication is abandoned after the articles of domestication have been
filed with the Commission but before the certificate of domestication has become
effective, a statement of abandonment signed by the domesticating corporation
shall be delivered to the Commission for filing prior to the effective time and
date of the certificate of domestication. If the Commission finds that the
statement of abandonment complies with the requirements of law, it shall issue a
certificate of abandonment, effective as of the date and time the statement of
abandonment was received by the Commission, and the domestication shall be
deemed abandoned and shall not become effective.

E. The statement of abandonment shall contain:

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

   2. When the domesticating corporation is a foreign corporation, the name of
   the domesticated corporation set forth in the articles of domestication;

   3. The date on which the articles of domestication were filed with the
   Commission;

   4. The date and time on which the Commission&#8217;s certificate of
   domestication becomes effective; and

   5. A statement that the domestication is being abandoned in accordance with
   this section or, when the domesticating corporation is a foreign corporation,
   a statement that the foreign corporation abandoned the domestication as
   required by its organic law.

HISTORY: 2001, c. 545; 2002, c. 1; 2019, c. 734; 2021, Sp. Sess. I, c. 487.