Virginia Code 13.1-1269: Surrender of articles of trust upon domestication.
A. Whenever a domestic business trust has adopted and approved, in the manner required by this article, a plan of domestication providing for the business trust to be domesticated under the laws of another jurisdiction, the business trust shall file with the Commission articles of trust surrender setting forth:
Terms Used In Virginia Code 13.1-1269
- Articles of trust: includes the original articles of trust, the original certificate of trust issued by the Commission, and all amendments to the articles of trust. See Virginia Code 13.1-1201
- Business trust: includes , without limitation, any of the following entities that conform with subdivisions 1 and 2 of this definition:
(1) A trust of the type known at common law as a "business trust" or "Massachusetts trust";
(2) A trust qualifying as a real estate mortgage investment conduit under § 860 D of the United States Internal Revenue Code of 1986, as amended, or under any successor provision;
(3) A trust qualifying as a real estate investment trust under §§ 856 through 859 of the United States Internal Revenue Code of 1986, as amended, or under any successor provision; or
(4) A "real estate investment trust" or "trust" created under former Chapter 9 of Title 6 or former Chapter 9 of Title 6. See Virginia Code 13.1-1201
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-1201
- domestic business trust: means an unincorporated business, trust, or association that:
1. See Virginia Code 13.1-1201
- Domestication: means a transaction pursuant to this article, including domestication of a foreign business trust as a domestic business trust or domestication of a domestic business trust in another jurisdiction, where the other jurisdiction authorizes such a transaction even if by another name. See Virginia Code 13.1-1264
- Entity: includes any domestic or foreign business trust or other business entity, any estate or trust, and any state, the United States, and any foreign government. See Virginia Code 13.1-1201
- Foreign entity: means a foreign business trust, corporation, limited liability company, limited partnership, partnership, or other entity. See Virginia Code 13.1-1264
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Jurisdiction of formation: means the state or country the law of which includes the organic law governing a domestic or foreign business trust or other business entity. See Virginia Code 13.1-1201
- Process: includes subpoenas, the summons and complaint in a civil action, and process in statutory actions. See Virginia Code 1-237
- Resulting entity: means the domestic limited liability company or business trust that is in existence upon consummation of an entity conversion pursuant to this article. See Virginia Code 13.1-1264
- Service of process: The service of writs or summonses to the appropriate party.
- Trust: includes a common law trust, business trust, and foreign business trust. See Virginia Code 13.1-1201
1. The name of the business trust;
2. The business trust’s new jurisdiction of formation;
3. The business trust’s new entity type, if any;
4. The plan of domestication;
5. A statement that the articles of trust surrender are being filed in connection with the domestication of the business trust as a foreign entity to be formed under the laws of another jurisdiction and that the business trust is surrendering its charter under the laws of this Commonwealth;
6. A statement that the plan was adopted by the business trust in accordance with § 13.1-1267;
7. A statement that the domestic business trust revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was formed in this Commonwealth;
8. A mailing address to which the clerk may mail a copy of any process served on him under subdivision 7; and
9. A commitment to notify the clerk of the Commission in the future of any change in the mailing address of the business trust.
B. If the Commission finds that the articles of trust surrender comply with the requirements of law and that all required fees have been paid, it shall issue a certificate of trust surrender.
C. The business trust shall automatically cease to be a domestic business trust when the certificate of trust surrender becomes effective.
D. If the former domestic business trust intends to continue to transact business in the Commonwealth, then, within thirty days after the effective date of the certificate of trust surrender, it shall deliver to the Commission an application for a certificate of authority to transact business in the Commonwealth pursuant to the applicable provisions of the Code of Virginia for the resulting entity type of the former domestic business trust.
2002, c. 621.