Form Scc898.4 - Guide For Articles Of Domestication (Page 2 of 2) in pdf

INSTRUCTIONS TO FORM SCC989.4

Guideform SCC898.4 has been produced by the Commission as a guide to help you prepare the corporation’s articles

of domestication. Please note, however, that this guideform with the blanks filled in will not be accepted. You must

separately type the articles, using this form as a guide, inserting appropriate information and omitting inapplicable text

(such as the Commission’s seal, the first four lines of the guideform’s caption, and the italicized portions).

The articles must be in the English language, typewritten or printed in black on white, opaque paper 8 1/2" by 11" in

size, legible and reproducible, and free of visible watermarks and background logos. A minimum of 1" must be

provided on the left, top and bottom margins and 1/2" on the right margin. Use only one side of a page.

You can download this guideform from our website at

The articles of domestication must be executed in the name of the corporation by the chairman or any vice-chairman

of the board of directors, the president, or any other of its officers authorized to act on behalf of the corporation. Set

forth the printed name and the corporate title below or next to the signature. See § 13.1-804 of the Code of Virginia.

The articles of incorporation that will be in effect immediately after consummation of the domestication must

comply with the requirements of Chapter 10 of Title 13.1 of the Code of Virginia and must be attached to the

articles of domestication. Form SCC819 contains the minimum number of provisions required by Virginia law to

be set forth in the articles of incorporation of a Virginia corporation. You may download the form from our website

If the name of the corporation prior to the filing of the articles of domestication is unavailable for use in this

Commonwealth or the corporation desires to change its name in connection with the domestication, it must set forth

a new name that satisfies the requirements of § 13.1-830 of the Code of Virginia. The corporate name may contain

the word corporation, incorporated, company or limited; or the abbreviation corp., inc., co. or ltd. The proposed

name must be distinguishable upon the records of the Commission. See § 13.1-829 of the Code of Virginia. To

check the availability of a corporate name, please contact the Clerk’s Office Call Center at (804) 371-9733 or toll-free

in Virginia at (866) 722-2551.

It is a Class 1 misdemeanor for any person to sign a document he or she knows is false in any material

respect with intent that the document be delivered to the Commission for filing. See § 13.1-811 of the

Code of Virginia.

These articles may not be filed with the Commission until all fees and penalties to be collected by the Commission

under the Virginia Nonstock Corporation Act have been paid by or on behalf of the foreign corporation. See § 13.1-815

of the Code of Virginia.

Send the original, signed articles of domestication and articles of incorporation to the Clerk of the State

Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main

Street, Tyler Building, 1

Floor, Richmond, Virginia 23219), along with a check for the total amount of the charter

and filing fees, payable to the State Corporation Commission. PLEASE DO NOT SEND CASH. If you have any

questions, please call (804) 371-9733 or toll-free in Virginia, (866) 722-2551.

Charter fee: $50 (see Important Note). Filing fee: $25.

Important Note: For any foreign corporation that files articles of domestication and that has authority to transact

business in this Commonwealth at the time of such filing, the charter fee to be charged upon domestication shall be an

amount equal to the difference between the amount that would be required by § 13.1-815.1 of the Code of Virginia and

the amount already paid as an entrance fee by such corporation. See § 13.1-815.1 of the Code of Virginia. You may

contact the Clerk’s Office Legal Services section for assistance in determining the charter fee.

NOTE

A foreign corporation’s existence as a domestic corporation shall begin when the certificate of domestication is

effective. See § 13.1-898.4 of the Code of Virginia.

If a foreign corporation is authorized to transact business in Virginia at the time of the filing of the articles of

domestication, its certificate of authority shall be canceled automatically on the effective date of the certificate of

domestication issued by the Commission. See § 13.1-898.4 of the Code of Virginia.

Form Scc898.4 - Guide For Articles Of Domestication Page 2

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