Virginia Code 13.1-1079: Effect of domestication.
A. When a foreign limited liability company‘s certificate of domestication in this Commonwealth becomes effective, with respect to that limited liability company:
Terms Used In Virginia Code 13.1-1079
- Articles of organization: means all documents constituting, at any particular time, the articles of organization of a limited liability company. See Virginia Code 13.1-1002
- Domestication: means a transaction pursuant to this article, including domestication of a foreign limited liability company as a domestic limited liability company or domestication of a domestic limited liability company in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name. See Virginia Code 13.1-1074
- Foreign limited liability company: means an entity, excluding a foreign business trust, that is an unincorporated organization that is organized under laws other than the laws of the Commonwealth and that is denominated by that law as a limited liability company, and that affords to each of its members, pursuant to the laws under which it is organized, limited liability with respect to the liabilities of the entity. See Virginia Code 13.1-1002
- Liabilities: The aggregate of all debts and other legal obligations of a particular person or legal entity.
- Member: means a person that has been admitted to membership in a limited liability company as provided in § Virginia Code 13.1-1002
- Property: means all property, whether real, personal, or mixed or tangible or intangible, or any right or interest therein. See Virginia Code 13.1-1002
- real estate: includes lands, tenements and hereditaments, and all rights and appurtenances thereto and interests therein, other than a chattel interest. See Virginia Code 1-219
1. The title to all real estate and other property remains in the limited liability company without reversion or impairment;
2. The liabilities remain the liabilities of the limited liability company;
3. A proceeding pending may be continued by or against the limited liability company as if the domestication did not occur;
4. The articles of organization attached to the articles of domestication constitute the articles of organization of the limited liability company; and
5. The limited liability company is deemed to:
a. Be organized under the laws of this Commonwealth for all purposes;
b. Be the same limited liability company as the limited liability company that existed under the laws of the jurisdiction or jurisdictions in which it was originally organized or formerly domesticated; and
c. Have been organized on the date it was originally formed or organized.
B. Any member of a foreign limited liability company that domesticates into this Commonwealth who, prior to the domestication, was liable for the liabilities or obligations of the limited liability company is not released from those liabilities or obligations by reason of the domestication.
2006, c. 912.