Virginia Code 13.1-757: Authority to transact business required
A. A foreign corporation may not transact business in the Commonwealth until it obtains a certificate of authority from the Commission.
Terms Used In Virginia Code 13.1-757
- Commission: means the State Corporation Commission of Virginia. See Virginia Code 13.1-603
- Corporation: A legal entity owned by the holders of shares of stock that have been issued, and that can own, receive, and transfer property, and carry on business in its own name.
- Distribution: means a direct or indirect transfer of cash or other property, except the corporation's own shares, or incurrence of indebtedness by a corporation to or for the benefit of its shareholders in respect of any of its shares. See Virginia Code 13.1-603
- Foreign corporation: means a corporation authorized by law to issue shares, organized under laws other than the laws of the Commonwealth. See Virginia Code 13.1-603
- Jurisdiction: (1) The legal authority of a court to hear and decide a case. Concurrent jurisdiction exists when two courts have simultaneous responsibility for the same case. (2) The geographic area over which the court has authority to decide cases.
- Partnership: A voluntary contract between two or more persons to pool some or all of their assets into a business, with the agreement that there will be a proportional sharing of profits and losses.
- Proceeding: includes civil suit and criminal, administrative, and investigatory action. See Virginia Code 13.1-603
- Service of process: The service of writs or summonses to the appropriate party.
B. The following activities, among others, do not constitute transacting business within the meaning of subsection A:
1. Maintaining, defending, mediating, arbitrating, or settling any proceeding;
2. Holding meetings of the board of directors or shareholders or carrying on other activities concerning internal corporate affairs;
3. Maintaining accounts in financial institutions;
4. Maintaining offices or agencies for the transfer, exchange, and registration of the corporation’s own securities or maintaining trustees or depositories with respect to those securities;
5. Selling through independent contractors;
6. Soliciting or obtaining orders, by any means, if the orders require acceptance outside the Commonwealth before they become contracts;
7. Creating or acquiring indebtedness, deeds of trust, or security interests in property;
8. Securing or collecting debts or enforcing deeds of trust or security interests in property securing the debts, and holding, protecting, or maintaining property so acquired;
9. Owning, protecting, and maintaining property;
10. Conducting an isolated transaction that is completed within 30 consecutive days and that is not one in the course of similar transactions;
11. For a period of less than 90 consecutive days, producing, directing, filming, crewing, or acting in motion picture feature films, television series, or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing, and distribution;
12. Serving, without more, as a general partner of, or as a partner in a partnership which is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth; or
13. Transacting business in interstate commerce.
C. The list of activities in subsection B is not exhaustive.
D. This section does not apply in determining the contacts or activities that may subject a foreign corporation to service of process, taxation, or regulation under the laws of the Commonwealth other than this chapter.
E. The term “transacting business” as used in this section shall have no effect on personal jurisdiction under § 8.01-328.1.
Code 1950, §§ 13.1-102 to 13.1-102.2; 1956, c. 428; 1962, c. 239; 1980, c. 630; 1985, c. 522; 1990, c. 428; 2005, c. 765; 2019, c. 734.