                                 CODE OF VIRGINIA

DOMESTICATION (§ 13.1-898.2)

A. A foreign corporation may become a domestic corporation if the laws of the
jurisdiction in which the foreign corporation is incorporated authorize it to
domesticate in another jurisdiction. The laws of the Commonwealth shall govern
the effect of domesticating in the Commonwealth pursuant to this article.

B. A domestic corporation not required by law to be a domestic corporation may
become a foreign corporation if the jurisdiction in which the corporation
intends to domesticate allows for the domestication. Regardless of whether the
laws of the foreign jurisdiction require the adoption of a plan of
domestication, the domestication shall be approved in the manner provided in
this article. The laws of the jurisdiction in which the corporation domesticates
shall govern the effect of domesticating in that jurisdiction.

C. The plan of domestication shall set forth:

   1. A statement of the jurisdiction in which the corporation is to be
   domesticated;

   2. The terms and conditions of the domestication; and

   3. For a foreign corporation that is to become a domestic corporation, as a
   referenced attachment, amended and restated articles of incorporation that
   comply with the requirements of &#xA7; 13.1-819 as they will be in effect upon
   consummation of the domestication.

D. The plan of domestication may include any other provision relating to the
domestication.

E. The plan of domestication may also include a provision that the board of
directors may amend the plan at any time prior to issuance of the certificate of
domestication or such other document required by the laws of the other
jurisdiction to consummate the domestication. Where a plan of domestication is
required to be submitted to the members for their approval, an amendment made
subsequent to the submission of the plan to the members of the corporation shall
not alter or change any of the terms or conditions of the plan if such
alteration or change would adversely affect the members of any class of the
corporation.

HISTORY: 2003, c. 374; 2007, c. 925; 2012, c. 130.