Title 13.1. Corporations
Chapter 10. Virginia Nonstock Corporation Act
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§ 13.1-898.3. (Effective until January 1, 2027) Action on plan of domestication by a domestic corporation.
A. When the members of a domestic corporation have voting rights, a plan of domestication shall be adopted in the following manner:
1. The board of directors of the corporation shall adopt the plan of domestication.
2. After adopting a plan of domestication, the board of directors shall submit the plan of domestication for approval by the members.
3. For a plan of domestication to be approved:
a. The board of directors shall recommend the plan to the members unless the board of directors determines that because of conflict of interests or other special circumstances it should make no recommendation and communicates the basis for its determination to the members with the plan; and
b. The members shall approve the plan as provided in subdivision 6 of this subsection.
4. The board of directors may condition its submission of the plan of domestication to the members on any basis.
5. The corporation shall notify each member entitled to vote of the proposed members' meeting in accordance with § 13.1-842 at which the plan of domestication is to be submitted for approval. The notice shall state that a purpose of the meeting is to consider the plan and shall contain or be accompanied by a copy of the plan.
6. Unless this Act or the board of directors, acting pursuant to subdivision 4 of this subsection, requires a greater vote, the plan of domestication shall be approved by each voting group entitled to vote on the plan by more than two-thirds of all the votes entitled to be cast by that voting group. The articles of incorporation may provide for a greater or lesser vote than that provided for in this subdivision or a vote by separate voting groups so long as the vote provided for is not less than a majority of all the votes cast on the plan by each voting group entitled to vote on the plan at a meeting at which a quorum of the voting group exists.
7. Voting by a class of members as a separate voting group is required on a plan of domestication if the plan contains a provision that, if contained in a proposed amendment to articles of incorporation, would entitle the class to vote as a separate voting group on the proposed amendment under § 13.1-887.
B. When a domestic corporation has no members, or no members have voting rights, a plan of domestication shall be adopted at a meeting of the board of directors of such corporation upon receiving the vote of a majority of the directors in office.
§ 13.1-898.3. (Effective January 1, 2027) Action on plan of domestication by a domestic corporation.
A. When the members of a domestic corporation have voting rights, a plan of domestication shall be adopted in the following manner:
1. The board of directors of the corporation shall adopt the plan of domestication.
2. After adopting a plan of domestication, the board of directors shall submit the plan to the members for their approval. In submitting the plan of domestication to the members for approval, the board of directors shall recommend that the members approve the plan unless the board of directors determines that because of conflict of interests or other special circumstances it should not make such a recommendation, in which case the board of directors shall inform the members of the basis for that determination.
3. The board of directors may set conditions for approval of the plan of domestication by the members or the effectiveness of the plan of domestication.
4. If the approval of the members is to be sought at a members meeting, the corporation shall notify each member, regardless of whether or not entitled to vote, of the meeting of members at which the plan of domestication is to be submitted for approval. The notice shall state that the purpose, or one of the purposes, of the meeting is to consider the plan of domestication and shall contain or be accompanied by a copy or summary of the plan. The notice shall include or be accompanied by a copy of the articles of incorporation and bylaws or other organic rules, as applicable, as they will be in effect immediately after the domestication.
5. Unless the articles of incorporation or bylaws provide otherwise, or the board of directors, acting pursuant to subdivision 3, requires a greater vote, approval of the plan of domestication requires (i) the approval of members entitled to vote on the plan at a meeting at which a quorum exists by more than two-thirds of the votes entitled to be cast on the plan and (ii) except as provided in subdivision 6, the approval of each class of members entitled to vote on the plan voting as a separate voting group at the meeting at which a quorum of the voting group exists consisting of more than two-thirds of the votes entitled to be cast on the plan by that voting group. The articles of incorporation or bylaws may provide for a greater or lesser vote than that provided for in this section so long as the vote provided for is not less than a majority of the votes cast on the plan by each voting group entitled to vote on the plan at a meeting at which a quorum of the voting group exists.
6. The articles of incorporation or the bylaws may expressly limit or eliminate the separate voting rights provided in clause (ii) of subdivision 5 as to any class of members, except when the articles of incorporation or the bylaws of the foreign corporation resulting from the domestication include what would be in effect an amendment that would entitle the class to vote as a separate group under § 13.1-887 if it were a proposed amendment of the articles of incorporation or bylaws of the domestic domesticating corporation.
7. If as a result of a domestication one or more members of a domestic domesticating corporation would become subject to interest holder liability, approval of the plan of domestication shall require the signing in connection with the domestication, by each such member, of a separate written consent to become subject to such interest holder liability, unless in the case of a member that already has interest holder liability with respect to the domesticating corporation, the terms and conditions of the interest holder liability with respect to the domesticated corporation are substantially identical to those of the existing interest holder liability, other than for changes that eliminate or reduce such interest holder liability.
B. When a domestic corporation has no members, or no members have voting rights, a plan of domestication shall be adopted by the board of directors.
