                                 CODE OF VIRGINIA

EFFECT OF DOMESTICATION (§ 13.1-722.7:1)

A. When a domestication of a foreign corporation into a domestic corporation
becomes effective:

   1. All property owned by, and every contract right possessed by, the
   domesticating corporation are the property and contract rights of the
   domesticated corporation without transfer, reversion, or impairment;

   2. All debts, obligations, and other liabilities of the domesticating
   corporation are the debts, obligations, and other liabilities of the
   domesticated corporation;

   3. The name of the domesticated corporation may, but need not, be substituted
   for the name of the domesticating corporation in any pending proceeding;

   4. The articles of incorporation and bylaws of the domesticated corporation
   become effective;

   5. The shares of the domesticating corporation are reclassified into shares or
   other securities, obligations, rights to acquire shares or other securities,
   cash, or other property in accordance with the terms of the domestication, and
   the shareholders of the domesticating corporation are entitled only to the
   rights provided to them by those terms and to any appraisal rights they may
   have under the organic law of the domesticating corporation;

   6. The domesticated corporation is:
   				a. Incorporated under and subject to the organic law of the domesticated
   corporation;
   				b. The same corporation without interruption as the domesticating
   corporation; and
   				c. Deemed to have been incorporated on the date the domesticating
   corporation was originally incorporated; and

   7. If the foreign corporation has a certificate of authority to transact
   business in the Commonwealth, its certificate of authority is deemed
   withdrawn.

B. When a domestication of a domestic corporation into a foreign jurisdiction
becomes effective, the domesticated corporation is deemed to:

   1. Appoint the clerk of the Commission as an agent for service of process in
   any proceeding (i) to enforce the rights of shareholders who exercise
   appraisal rights in connection with the domestication or (ii) based on a cause
   of action against the domesticating domestic corporation arising during the
   time it was in existence under the laws of the Commonwealth, which service of
   process shall be made on the clerk in accordance with &#xA7; 12.1-19.1; and

   2. Agree that it will promptly pay the amount, if any, to which such
   shareholders are entitled under Article 15 (&#xA7; 13.1-729 et seq.).

C. Except as otherwise provided in the organic law or organic rules of a
domesticating foreign corporation, the interest holder liability of a
shareholder in a foreign corporation that is domesticated into the Commonwealth
who had interest holder liability in respect of such domesticating corporation
before the domestication becomes effective shall be as follows:

   1. The domestication does not discharge that prior interest holder liability
   with respect to any interest holder liabilities that arose before the
   domestication becomes effective.

   2. The provisions of the organic law of the domesticating corporation shall
   continue to apply to the collection or discharge of any interest holder
   liabilities preserved by subdivision 1, as if the domestication had not
   occurred.

   3. The shareholder shall have such rights of contribution from other persons
   as are provided by the organic law of the domesticating corporation with
   respect to any interest holder liabilities preserved by subdivision 1, as if
   the domestication had not occurred.

   4. The shareholder shall not, by reason of such prior interest holder
   liability, have interest holder liability with respect to any interest holder
   liabilities preserved that arise after the domestication becomes effective.

D. A shareholder who becomes subject to interest holder liability in respect of
the domesticated corporation as a result of the domestication shall have such
interest holder liability only in respect of interest holder liabilities that
arise after the domestication becomes effective.

E. A domestication does not constitute or cause the dissolution of the
domesticating corporation.

F. Property held for charitable purposes under the laws of the Commonwealth by a
domestic or foreign corporation immediately before a domestication shall not, as
a result of the transaction, be diverted from the objects for which it was
donated, granted, devised, or otherwise transferred except and to the extent
permitted by or pursuant to the laws of the Commonwealth addressing cy pres or
dealing with nondiversion of charitable assets.

G. A bequest, devise, gift, grant, or promise contained in a will or other
instrument of donation, subscription, or conveyance which is made to the
domesticating corporation and which takes effect or remains payable after the
domestication inures to the domesticated corporation.

H. A trust obligation that would govern property if transferred to the
domesticating corporation applies to property that is transferred to the
domesticated corporation after the domestication takes effect.

HISTORY: 2019, c. 734; 2020, c. 1226.