{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1051.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1051.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1051.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1051.html"}],"law_id":75378,"edition_id":1,"section_id":75378,"structure_id":13508,"section_number":"13.1-1051","catch_line":"Authority to transact business required; governing law","history":"1991, c. 168; 2008, c. 108; 2019, c. 636.","full_text":"A\n\nA foreign limited liability company may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission.B\n\nSubject to the Constitution of the Commonwealth:1\n\nExcept as provided in §§ 13.1-1099.8 and 13.1-1099.10, the laws of the state or other jurisdiction under which a foreign limited liability company is formed govern its formation and internal affairs and the liability of its members and managers; and2\n\nA foreign limited liability company may not be denied a certificate of registration by reason of any difference between those laws and the laws of the Commonwealth.\n\t\t\t\tHowever, a foreign limited liability company holding a valid certificate of registration to transact business in the Commonwealth shall have no greater rights and privileges than a domestic limited liability company. The certificate of registration shall not be deemed to authorize the foreign limited liability company to exercise any of its powers or purposes that a domestic limited liability company is forbidden by law to exercise in the Commonwealth.","order_by":null,"text":{"0":{"id":270548,"text":"A foreign limited liability company may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":270549,"text":"Subject to the Constitution of the Commonwealth:","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"B1"},"2":{"id":270550,"text":"Except as provided in §§ 13.1-1099.8 and 13.1-1099.10, the laws of the state or other jurisdiction under which a foreign limited liability company is formed govern its formation and internal affairs and the liability of its members and managers; and","type":"section","prefixes":["B","1"],"prefix":"1","entire_prefix":"B1","prefix_anchor":"B1","level":2,"prior_prefix":"B","next_prefix":"B2"},"3":{"id":270551,"text":"A foreign limited liability company may not be denied a certificate of registration by reason of any difference between those laws and the laws of the Commonwealth.\n\t\t\t\tHowever, a foreign limited liability company holding a valid certificate of registration to transact business in the Commonwealth shall have no greater rights and privileges than a domestic limited liability company. The certificate of registration shall not be deemed to authorize the foreign limited liability company to exercise any of its powers or purposes that a domestic limited liability company is forbidden by law to exercise in the Commonwealth.","type":"section","prefixes":["B","2"],"prefix":"2","entire_prefix":"B2","prefix_anchor":"B2","level":2,"prior_prefix":"B1"}},"ancestry":[{"id":13508,"edition_id":1,"name":"Foreign Limited Liability Companies","identifier":"10","label":"article","depth":3,"order_by":1,"parent_id":12817,"metadata":{},"date_created":"2026-06-26 03:45:05","date_modified":"2026-06-26 03:45:05","permalink":{"id":148395,"object_type":"structure","relational_id":13508,"identifier":"10","token":"13.1\/12\/10","url":"\/13.1\/12\/10\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12817,"edition_id":1,"name":"Virginia Limited Liability Company Act","identifier":"12","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:54","date_modified":"2026-06-26 03:43:54","permalink":{"id":148351,"object_type":"structure","relational_id":12817,"identifier":"12","token":"13.1\/12","url":"\/13.1\/12\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12744,"edition_id":1,"name":"Corporations","identifier":"13.1","label":"title","depth":1,"order_by":1,"parent_id":null,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":147493,"object_type":"structure","relational_id":12744,"identifier":"13.1","token":"13.1","url":"\/13.1\/","edition_id":1,"permalink":0,"preferred":1}}],"structure_contents":[{"id":75378,"structure_id":13508,"section_number":"13.1-1051","catch_line":"Authority to transact business required; governing law","url":"\/13.1-1051\/","token":"13.1\/12\/10\/13.1-1051","metadata":false},{"id":75972,"structure_id":13508,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","url":"\/13.1-1052\/","token":"13.1\/12\/10\/13.1-1052","metadata":false},{"id":68966,"structure_id":13508,"section_number":"13.1-1053","catch_line":"Repealed","url":"\/13.1-1053\/","token":"13.1\/12\/10\/13.1-1053","metadata":false},{"id":71928,"structure_id":13508,"section_number":"13.1-1054","catch_line":"Name of foreign limited liability company","url":"\/13.1-1054\/","token":"13.1\/12\/10\/13.1-1054","metadata":false},{"id":59184,"structure_id":13508,"section_number":"13.1-1055","catch_line":"Amendments; amended applications for registration","url":"\/13.1-1055\/","token":"13.1\/12\/10\/13.1-1055","metadata":false},{"id":61503,"structure_id":13508,"section_number":"13.1-1056","catch_line":"Voluntary cancellation of certificate of registration","url":"\/13.1-1056\/","token":"13.1\/12\/10\/13.1-1056","metadata":false},{"id":73228,"structure_id":13508,"section_number":"13.1-1056.1","catch_line":"Automatic cancellation of certificate of registration","url":"\/13.1-1056.1\/","token":"13.1\/12\/10\/13.1-1056.1","metadata":false},{"id":54475,"structure_id":13508,"section_number":"13.1-1056.2","catch_line":"Involuntary cancellation of certificate of registration","url":"\/13.1-1056.2\/","token":"13.1\/12\/10\/13.1-1056.2","metadata":false},{"id":74959,"structure_id":13508,"section_number":"13.1-1056.3","catch_line":"Reinstatement of a certificate of registration that has been canceled","url":"\/13.1-1056.3\/","token":"13.1\/12\/10\/13.1-1056.3","metadata":false},{"id":82434,"structure_id":13508,"section_number":"13.1-1057","catch_line":"Transaction of business without registration","url":"\/13.1-1057\/","token":"13.1\/12\/10\/13.1-1057","metadata":false},{"id":56714,"structure_id":13508,"section_number":"13.1-1058","catch_line":"Actions by Attorney General","url":"\/13.1-1058\/","token":"13.1\/12\/10\/13.1-1058","metadata":false},{"id":76475,"structure_id":13508,"section_number":"13.1-1059","catch_line":"Transactions not constituting doing business","url":"\/13.1-1059\/","token":"13.1\/12\/10\/13.1-1059","metadata":false},{"id":80555,"structure_id":13508,"section_number":"13.1-1060","catch_line":"Merger of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060\/","token":"13.1\/12\/10\/13.1-1060","metadata":false},{"id":75127,"structure_id":13508,"section_number":"13.1-1060.1","catch_line":"Entity conversion of foreign limited liability company registered to transact business in Commonwealth","url":"\/13.1-1060.1\/","token":"13.1\/12\/10\/13.1-1060.1","metadata":false}],"next_section":{"id":75972,"structure_id":13508,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","url":"\/13.1-1052\/","token":"13.1\/12\/10\/13.1-1052","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1051\/","history_text":"

This law was first created in 1991. The record of its establishment is cataloged in chapter 168 of that year\u2019s edition of \u201cActs of Assembly,\u201d the annual state publication listing all changes made to the Code of Virginia in that year. Unfortunately, the 1991 \u201cActs\u201d aren\u2019t available online. It has been modified 2 times. Those modifications are cataloged by \u201cThe Acts of Assembly,\u201d a state publication, by year and chapter. Those modifications that can be read on the General Assembly\u2019s website will be linked accordingly. Those modifications are as follows: in 2008, chapter 108<\/a>; in 2019, chapter 636<\/a>.<\/p>","references":[{"id":64638,"section_number":"13.1-1015","catch_line":"Registered office and registered agent","order_by":null,"url":"\/13.1-1015\/"},{"id":69832,"section_number":"13.1-1018.1","catch_line":"Change of principal office","order_by":null,"url":"\/13.1-1018.1\/"},{"id":67363,"section_number":"13.1-1077","catch_line":"Articles of domestication","order_by":null,"url":"\/13.1-1077\/"},{"id":67053,"section_number":"13.1-1099.23","catch_line":"Registration of foreign series limited liability company and foreign protected series; amended application; voluntary cancellation; reinstatement","order_by":null,"url":"\/13.1-1099.23\/"}],"refers_to":[{"id":79166,"section_number":"13.1-1099.10","catch_line":"Enforcement of claim against non-associated asset","order_by":null,"url":"\/13.1-1099.10\/"},{"id":59684,"section_number":"13.1-1099.8","catch_line":"Claim seeking to disregard limitation of liability","order_by":null,"url":"\/13.1-1099.8\/"}],"permalink":{"id":148397,"object_type":"law","relational_id":75378,"identifier":"13.1-1051","token":"13.1\/12\/10\/13.1-1051","url":"\/13.1-1051\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1051\/","token":"13.1\/12\/10\/13.1-1051","dublin_core":{"Title":"Authority to transact business required; governing law","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1051","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign limited liability company<\/span><\/span> may not transact business in the Commonwealth until it obtains a certificate of registration from the Commission<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Subject to the Constitution of the Commonwealth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Except as provided in §§ 13.1-1099.8<\/a> and 13.1-1099.10<\/a>, the laws<\/span> of the state or other jurisdiction<\/span> under which a foreign limited liability company<\/span><\/span> is formed govern its formation and internal affairs and the liability of its members<\/span> and managers<\/span><\/span>; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> A foreign limited liability company<\/span><\/span> may not be denied a certificate of registration by reason of any difference between those laws<\/span> and the laws<\/span> of the Commonwealth.\n\t\t\t\tHowever, a foreign limited liability company<\/span><\/span> holding a valid certificate of registration to transact business in the Commonwealth shall have no greater rights and privileges<\/span> than a domestic limited liability company<\/span><\/span>. The certificate of registration shall not be deemed to authorize the foreign limited liability company<\/span><\/span> to exercise any of its powers or purposes that a domestic limited liability company<\/span><\/span> is forbidden by law<\/span> to exercise in the Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAUTHORITY TO TRANSACT BUSINESS REQUIRED; GOVERNING LAW (\u00a7 13.1-1051)\n\nA. A foreign limited liability company may not transact business in the\nCommonwealth until it obtains a certificate of registration from the Commission.\n\nB. Subject to the Constitution of the Commonwealth:\n\n 1. Except as provided in §§ 13.1-1099.8 and 13.1-1099.10, the laws\n of the state or other jurisdiction under which a foreign limited liability\n company is formed govern its formation and internal affairs and the liability\n of its members and managers; and\n\n 2. A foreign limited liability company may not be denied a certificate of\n registration by reason of any difference between those laws and the laws of\n the Commonwealth.\n \t\t\t\tHowever, a foreign limited liability company holding a valid certificate\n of registration to transact business in the Commonwealth shall have no greater\n rights and privileges than a domestic limited liability company. The\n certificate of registration shall not be deemed to authorize the foreign\n limited liability company to exercise any of its powers or purposes that a\n domestic limited liability company is forbidden by law to exercise in the\n Commonwealth.\n\nHISTORY: 1991, c. 168; 2008, c. 108; 2019, c. 636.","edition":{"id":1,"name":"2025","slug":"2025","date_created":"2026-06-21 22:39:22","date_modified":"2026-06-21 22:39:22","current":1,"order_by":1,"last_import":null}}