Form Llc-1077 - Guide For Articles Of Domestication (Page 2 of 2) in pdf

INSTRUCTIONS TO FORM LLC-1077

Guideform LLC-1077 has been produced by the Commission as a guide to help you prepare the limited liability

company’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

Approval: The plan of domestication must be approved by all of the members, unless the articles of organization

provide otherwise, or a written operating agreement provides that an amendment to the company’s operating

agreement may be approved by a lesser number or percentage of members, in which case the plan of

domestication shall be likewise approved. See § 13.1-1076 of the Code of Virginia.

Signature: The articles must be signed by a manager or other person who has been delegated the right and power to

manage the business and affairs of the limited liability company, or if no managers or such other persons have been

selected, by any member of the limited liability company. See § 13.1-1003 of the Code of Virginia.

The person signing the articles must print his or her name and the capacity in which he or she is signing (e.g.,

manager or member) beneath or opposite his or her signature. A person signing on behalf of a manager or member

that is a business entity must set forth the business entity’s name, his or her printed name and the capacity in which

he or she is signing on behalf of the business entity. See § 13.1-1003 of the Code of Virginia.

IMPORTANT: If the articles are being signed by a person, other than a manager or member, who has been

delegated the right and power to manage the business and affairs of the limited liability company, set forth a

statement to this effect below the signature area. The delegation of the right and power to manage the business

and affairs of the limited liability company will not be inferred from execution of the articles by a person with the

title of “president” or other officer of the limited liability company.

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

comply with the requirements of Chapter 12 of Title 13.1 of the Code of Virginia and must be attached to the

articles of domestication. Form LLC-1011 contains the minimum provisions required by Virginia law to be set

forth in the articles of organization of a Virginia limited liability company. You may download the form from our

website at

If the name of the limited liability company prior to the filing of the articles of domestication is unavailable for use

in this Commonwealth or the limited liability company desires to change its name in connection with the

domestication, it must set forth a new name that satisfies the requirements of § 13.1-1012 of the Code of Virginia.

The limited liability company name must contain the words limited company or limited liability company or the

abbreviation L.C., LC, L.L.C. or LLC. The proposed name must be distinguishable upon the records of the

Commission. See § 13.1-1012 of the Code of Virginia. To check the availability of a limited liability company 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 § 13.1-1006 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 Limited Liability Company Act have been paid by or on behalf of the foreign limited liability

company. See § 13.1-1065 of the Code of Virginia.

Submit the original, signed articles of domestication and articles of organization to the Clerk of the State Corporation

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

Floor, Richmond, Virginia 23219), along with a check for the filing fee in the amount of $100.00, 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.

NOTE

A foreign limited liability company’s existence as a Virginia limited liability company shall begin when the

certificate of domestication is effective. See § 13.1-1077 of the Code of Virginia.

If a foreign limited liability company is authorized to transact business in Virginia at the time of the filing of the

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

certificate of domestication issued by the Commission. See § 13.1-1077 of the Code of Virginia.

Form Llc-1077 - Guide For Articles Of Domestication Page 2

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