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2001 SESSION

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HB 2162 Foreign corporations; domestication and conversion.

Introduced by: Clifton A. (Chip) Woodrum | all patrons    ...    notes | add to my profiles

SUMMARY AS PASSED: (all summaries)

Corporations; domestication and conversion; fees. Adopts the Revised Model Business Corporations Act procedures for (i) domestication of foreign corporations in Virginia and Virginia corporations in foreign jurisdictions and (ii) for converting domestic limited liability companies to domestic corporations and domestic corporations to domestic limited liability companies. A foreign corporation may domesticate in Virginia by complying with the laws in which the foreign corporation was incorporated and filing articles of domestication with the State Corporation Commission. A domestic corporation may domesticate in a foreign jurisdiction by having obtained board and shareholder approval of a plan of domestication and filing articles of domestication with the Commission. Domestic corporations may convert into domestic limited liability companies by obtaining board and shareholder approval of a plan of entity conversion and filing articles of entity conversion with the Commission. Domestic limited liability companies may convert into domestic corporations by obtaining member approval of a plan of entity conversion and filing articles of entity conversion with the Commission. The bill also sets forth the effects of domestication or conversion on the entity, including transfer of assets and liabilities from the converting entity to the surviving entity, continuation of legal proceedings by or against the entity, reclassification of shares and interests, and continuation of the entity without interruption since the date the original entity was organized. Fees for filing articles of domestication, entity conversion or incorporation surrender shall be the same as those for filing articles of incorporation or organization, except that the Commission may charge and collect fees for requested expedited handling of business entity filings, UCC filings, copies of records, requested expedited provision of services or issuance of certificates. The bill has an effective date of July 1, 2002.


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