Virginia § 13.1-1266 Plan of domestication

Virginia Statutes

§ 13.1-1266 — Plan of domestication

Virginia § 13.1-1266

Title 13.1CORPORATIONS

Ch. 14VIRGINIA BUSINESS TRUST ACT

Art. 12DOMESTICATION AND CONVERSION

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Bluebook

Va. Code Ann. § 13.1-1266 (2026).

Text

A.The plan of domestication shall set forth:

1.The name of the state or other jurisdiction under whose laws the domestic business trust or foreign entity is formed, organized, or incorporated;

2.A statement of the jurisdiction in which the domestic business trust or foreign entity is to be domesticated;

3.The terms and conditions of the domestication, provided that such terms and conditions may not alter the ownership proportion or the relative rights, preferences and limitations of the interests of the beneficial owners except to the extent required to conform to the requirements of this chapter; and

4.For a foreign entity that is to become a domestic business trust, as a referenced attachment, the amended and restated articles of trust that comply with § 13.1-1212 as they will b

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A. The plan of domestication shall set forth:

1. The name of the state or other jurisdiction under whose laws the domestic business trust or foreign entity is formed, organized, or incorporated;

2. A statement of the jurisdiction in which the domestic business trust or foreign entity is to be domesticated;

3. The terms and conditions of the domestication, provided that such terms and conditions may not alter the ownership proportion or the relative rights, preferences and limitations of the interests of the beneficial owners except to the extent required to conform to the requirements of this chapter; and

4. For a foreign entity that is to become a domestic business trust, as a referenced attachment, the amended and restated articles of trust that comply with § 13.1-1212 as they will be in effect upon consummation of the domestication.

B. The plan of domestication may include any other provision relating to the domestication.

C. The plan of domestication may also include a provision that the management of the converting entity may amend the plan at any time prior to issuance of the certificate of domestication or such other document required by the laws of the other jurisdiction to consummate the domestication. An amendment made subsequent to the submission of the plan to the beneficial owners of the foreign entity, if required, shall not alter or change any of the terms or conditions of the plan if the change would adversely affect the interests of the beneficial owners.