{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2026\/code-json\/13.1-1079.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2026\/code-text\/13.1-1079.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2026\/code-xml\/13.1-1079.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2026\/code-html\/13.1-1079.html"}],"law_id":346397,"edition_id":2,"section_id":346397,"structure_id":49742,"section_number":"13.1-1079","catch_line":"Effect of domestication","history":"2006, c. 912.","full_text":"A\n\nWhen a foreign limited liability company’s certificate of domestication in this Commonwealth becomes effective, with respect to that limited liability company:\n\n1\n\nThe title to all real estate and other property remains in the limited liability company without reversion or impairment;\n\n2\n\nThe liabilities remain the liabilities of the limited liability company;\n\n3\n\nA proceeding pending may be continued by or against the limited liability company as if the domestication did not occur;\n\n4\n\nThe articles of organization attached to the articles of domestication constitute the articles of organization of the limited liability company; and\n\n5\n\nThe limited liability company is deemed to:\n\t\t\t\ta. Be organized under the laws of this Commonwealth for all purposes;\n\n\t\t\t\tb. 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\n\n\t\t\t\tc. Have been organized on the date it was originally formed or organized.\n\nB\n\nAny 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.\n\n","order_by":null,"text":{"0":{"id":1291356,"text":"When a foreign limited liability company’s certificate of domestication in this Commonwealth becomes effective, with respect to that limited liability company:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":1291357,"text":"The title to all real estate and other property remains in the limited liability company without reversion or impairment;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":1291358,"text":"The liabilities remain the liabilities of the limited liability company;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":1291359,"text":"A proceeding pending may be continued by or against the limited liability company as if the domestication did not occur;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":1291360,"text":"The articles of organization attached to the articles of domestication constitute the articles of organization of the limited liability company; and","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":1291361,"text":"The limited liability company is deemed to:\n\t\t\t\ta. Be organized under the laws of this Commonwealth for all purposes;\t\t\t\tb. 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\t\t\t\tc. Have been organized on the date it was originally formed or organized.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":1291362,"text":"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.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5"}},"ancestry":[{"id":49742,"edition_id":2,"name":"Domestication","identifier":"14","label":"article","depth":3,"order_by":8,"parent_id":49728,"metadata":{"child_laws":7,"child_structures":0},"date_created":"2026-08-02 02:14:13","date_modified":"2026-08-02 12:29:20","permalink":{"id":1375525,"object_type":"structure","relational_id":49742,"identifier":"14","token":"13.1\/12\/14","url":"\/13.1\/12\/14\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49728,"edition_id":2,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":15,"parent_id":49726,"metadata":{"child_laws":156,"child_structures":16},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:18","permalink":{"id":1375353,"object_type":"structure","relational_id":49728,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":2,"permalink":0,"preferred":1}},{"id":49726,"edition_id":2,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":44,"parent_id":null,"metadata":{"child_laws":894,"child_structures":104},"date_created":"2026-08-02 02:14:01","date_modified":"2026-08-02 12:29:04","permalink":{"id":1374495,"object_type":"structure","relational_id":49726,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":2,"permalink":0,"preferred":1}}],"structure_contents":[{"id":346392,"structure_id":49742,"section_number":"13.1-1074","catch_line":"Definitions","url":"\/13.1-1074\/","token":"13.1\/12\/14\/13.1-1074","metadata":false},{"id":346393,"structure_id":49742,"section_number":"13.1-1075","catch_line":"Domestication","url":"\/13.1-1075\/","token":"13.1\/12\/14\/13.1-1075","metadata":false},{"id":346394,"structure_id":49742,"section_number":"13.1-1076","catch_line":"Action on plan of domestication by a domestic limited liability company","url":"\/13.1-1076\/","token":"13.1\/12\/14\/13.1-1076","metadata":false},{"id":346395,"structure_id":49742,"section_number":"13.1-1077","catch_line":"Articles of domestication","url":"\/13.1-1077\/","token":"13.1\/12\/14\/13.1-1077","metadata":false},{"id":346396,"structure_id":49742,"section_number":"13.1-1078","catch_line":"Surrender of articles of organization upon domestication","url":"\/13.1-1078\/","token":"13.1\/12\/14\/13.1-1078","metadata":false},{"id":346397,"structure_id":49742,"section_number":"13.1-1079","catch_line":"Effect of domestication","url":"\/13.1-1079\/","token":"13.1\/12\/14\/13.1-1079","metadata":false},{"id":346398,"structure_id":49742,"section_number":"13.1-1080","catch_line":"Abandonment of domestication","url":"\/13.1-1080\/","token":"13.1\/12\/14\/13.1-1080","metadata":false}],"previous_section":{"id":346396,"structure_id":49742,"section_number":"13.1-1078","catch_line":"Surrender of articles of organization upon domestication","url":"\/13.1-1078\/","token":"13.1\/12\/14\/13.1-1078","metadata":false},"next_section":{"id":346398,"structure_id":49742,"section_number":"13.1-1080","catch_line":"Abandonment of domestication","url":"\/13.1-1080\/","token":"13.1\/12\/14\/13.1-1080","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1079\/","history_text":"

This law was first created in 2006. The record of its establishment is cataloged in chapter 912<\/a> of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year.<\/p>","references":false,"refers_to":false,"permalink":{"id":1375547,"object_type":"law","relational_id":346397,"identifier":"13.1-1079","token":"13.1\/12\/14\/13.1-1079","url":"\/13.1-1079\/","edition_id":2,"permalink":0,"preferred":1},"url":"\/13.1-1079\/","token":"13.1\/12\/14\/13.1-1079","dublin_core":{"Title":"Effect of domestication","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1079","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> When a foreign limited liability company<\/span>’s certificate of domestication<\/span> in this Commonwealth becomes effective, with respect to that limited liability company<\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The title to all real estate and other property<\/span> remains in the limited liability company<\/span> without reversion or impairment; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The liabilities remain the liabilities of the limited liability company<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> A proceeding pending may be continued by or against the limited liability company<\/span> as if the domestication<\/span> did not occur; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The articles of organization<\/span> attached to the articles of domestication<\/span> constitute the articles of organization<\/span> of the limited liability company<\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> The limited liability company<\/span> is deemed to:\n\t\t\t\ta. Be organized under the laws<\/span> of this Commonwealth for all purposes;

\t\t\t\tb. Be the same limited liability company<\/span> as the limited liability company<\/span> that existed under the laws<\/span> of the jurisdiction<\/span> or jurisdictions<\/span> in which it was originally organized or formerly domesticated; and

\t\t\t\tc. Have been organized on the date it was originally formed or organized. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Any member<\/span> of a foreign limited liability company<\/span> that domesticates into this Commonwealth who, prior to the domestication<\/span>, was liable for the liabilities or obligations of the limited liability company<\/span> is not released from those liabilities or obligations by reason of the domestication<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nEFFECT OF DOMESTICATION (\u00a7 13.1-1079)\n\nA. When a foreign limited liability company’s certificate of domestication\nin this Commonwealth becomes effective, with respect to that limited liability\ncompany:\n\n 1. The title to all real estate and other property remains in the limited\n liability company without reversion or impairment;\n\n 2. The liabilities remain the liabilities of the limited liability company;\n\n 3. A proceeding pending may be continued by or against the limited liability\n company as if the domestication did not occur;\n\n 4. The articles of organization attached to the articles of domestication\n constitute the articles of organization of the limited liability company; and\n\n 5. The limited liability company is deemed to:\n \t\t\t\ta. Be organized under the laws of this Commonwealth for all\n purposes;\t\t\t\tb. Be the same limited liability company as the limited liability\n company that existed under the laws of the jurisdiction or jurisdictions in\n which it was originally organized or formerly domesticated; and\t\t\t\tc. Have\n been organized on the date it was originally formed or organized.\n\nB. Any member of a foreign limited liability company that domesticates into this\nCommonwealth who, prior to the domestication, was liable for the liabilities or\nobligations of the limited liability company is not released from those\nliabilities or obligations by reason of the domestication.\n\nHISTORY: 2006, c. 912.","edition":{"id":2,"name":"2026","slug":"2026","date_created":"2026-07-16 18:40:23","date_modified":"2026-08-02 15:14:36","current":1,"order_by":2,"last_import":"2026-08-02 12:37:30"}}