Guide For Articles Of Domestication (Foreign Stock Corp To VA Stock Corp) {SCC722.5-VA}

COMMONWEALTH OF VIRGINIA STATE CORPORATION COMMISSION SCC722.4 (07/03) GUIDE FOR ARTICLES OF DOMESTICATION (Foreign corporation intending to become a Virginia corporation) ARTICLES OF DOMESTICATION OF (Name of corporation) The undersigned corporation, pursuant to Title 13.1, Chapter 9, Article 12.1 of the Code of Virginia, hereby executes the following articles of domestication and sets forth: ONE The name of the corporation immediately prior to the filing of these art icles of domestication is _____________. Upon the filing of these articles, the name of the corporation shall be _____________. TWO Set forth the plan of domestication and, as a separate attachment, the f ull text of the articles of incorporation as they will be in effect immediately after consummation o f the domestication. See 13.1-722.2 of the Code of Virginia for the statutory provisions related to the plan. THREE Set forth the original jurisdiction of the corporation, the date the cor poration was incorporated in that jurisdiction, and each subsequent jurisdiction and the date the cor poration was domesticated in each such jurisdiction, if any, prior to the filing of t hese articles of domestication. FOUR The domestication is permitted by the laws of the jurisdiction in which the corporation is incorporated and the corporation has complied with those laws in effecti ng the domestication. The undersigned declares that the facts herein stated are true as of (date) . (name of corporation) By: (signature) (printed name and corporate title) Instructions on reverse American LegalNet, Inc. www.USCourtForms.com<<<<<<<<<********>>>>>>>>>>>>> 2 NOTE A foreign corporations existence as a domestic corporation shall beg in when the certificate of domestication is effective. See 13.1-722.4 of the Code of Virginia . If the corporation was authorized to transact business in Virginia prior to the filing of the articles of domestication, its certificate of authority shall be canceled automat ically on the effective date of the certificate of domestication issued by the Commission. See 13.1-722.4 of the Code of Virginia. INSTRUCTIONS The articles must be in the English language, typewritten or printed in black, legible and reproducible. The document must be presented on uniformly white, opaque paper, free of visible watermarks and background logos. Guideform SCC722.4 has been produced by the Commission as a guide to help you pre pare the corporations articles of domestication. Please note, however, t hat this guideform with the blanks filled in will not be accepted. You must separately type the art icles, using this form as a guide, inserting appropriate information and omitting inapplicable text (such as the italicized portions). You can download this form from our Web site at www.state.va.us/scc/division/clk/index.htm. 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 i n connection with the domestication, it must set forth a new name that satisfies the requireme nts of 13.1-630 of the Code of Virginia. The articles of incorporation that will be in effect immediately after consummation of the domestication must comply with the provisions of Chapter 9 of Title 13.1 of the Code of Virginia. Guideform SCC619 can be downloaded from our Web site. 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 ot her of its officers authorized to act on behalf of the corporation. It is a Class 1 misdemeanor for any person to sign a document he knows i s false in any material respect with intent that the document be delivered to the Commission for filing. The Commission cannot file or issue any certificate with respect to an e ntity until all fees, fines, penalties and interest assessed, imposed, charged or to be collec ted by the Commission under Title 12.1 or 13.1 of the Code of Virginia have been pa id by or on behalf of such entity. Send the original, signed articles to the Clerk of the State Corporation Commission, P.O. Box 1197, Richmond, Virginia 23218-1197, (Street address: 1300 East Main St reet, Tyler Building, st 1 Floor, Richmond, Virginia 23219), along with a check for the total amo unt 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 Vir ginia, 1-866-722-2551. Charter fee: See 13.1-615.1 of the Code of Virginia or call the Clerks Off ice Legal Services section for assistance. American LegalNet, Inc. www.USCourtForms.com