                                 CODE OF VIRGINIA

EFFECT OF DOMESTICATION (§ 13.1-898.6)

A. When a foreign corporation&#8217;s certificate of domestication in the
Commonwealth becomes effective, with respect to that corporation:

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

   2. The liabilities remain the liabilities of the corporation;

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

   4. The articles of incorporation attached to the articles of domestication
   constitute the articles of incorporation of the corporation; and

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

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

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