                                 CODE OF VIRGINIA

ABANDONMENT OF DOMESTICATION (§ 13.1-898.7)

A. 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
incorporation surrender has become effective, the plan may be abandoned by the
corporation without action by its members 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.

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

C. If a domestication is abandoned after articles of incorporation surrender or
articles of domestication have been filed with the Commission but before the
certificate of incorporation surrender or 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 incorporation surrender or
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.

D. The statement of abandonment shall contain:

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

   2. When the domestication 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 incorporation surrender or articles of
   domestication were filed with the Commission;

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

   5. A statement that 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: 2003, c. 374; 2007, c. 925; 2015, c. 623; 2021, Sp. Sess. I, c. 487.