{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1052.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1052.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1052.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1052.html"}],"law_id":75972,"edition_id":1,"section_id":75972,"structure_id":13508,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","history":"1991, c. 168; 1992, c. 574; 1996, c. 265; 2002, c. 608; 2004, c. 274; 2008, c. 108; 2016, c. 288; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nTo obtain a certificate of registration to transact business in the Commonwealth, a foreign limited liability company shall deliver an application to the Commission. The application shall be made on a form prescribed and furnished by the Commission. The application shall be signed in the name of the foreign limited liability company and set forth:1\n\nThe name of the foreign limited liability company and, if the foreign limited liability company is prevented by &#xA7; 13.1-1054 from using its own name in the Commonwealth, a designated name that satisfies the requirements of &#xA7; 13.1-1054;2\n\nThe foreign limited liability company&#8217;s jurisdiction of formation, and if the foreign limited liability company was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, nonstock corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the entity identification number issued to it by the Commission;3\n\nThe foreign limited liability company&#8217;s original date of organization, formation, or incorporation as an entity and its period of duration;4\n\nThe address of the proposed registered office of the foreign limited liability company in the Commonwealth (including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its proposed registered agent in the Commonwealth at that address and a statement that the registered agent is either (a) an individual who is a resident of the Commonwealth and is either (1) a member or manager of the limited liability company, (2) a member or manager of a limited liability company that is a member or manager of the limited liability company, (3) an officer or director of a corporation that is a member or manager of the limited liability company, (4) a partner of a partnership that is a member or manager of the limited liability company, (5) a general partner of a limited partnership that is a member or manager of the limited liability company, (6) a trustee of a trust that is a member or manager of the limited liability company, or (7) a member of the Virginia State Bar, or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office;5\n\nA statement that the clerk of the Commission is irrevocably appointed the agent of the foreign limited liability company for service of process if the foreign limited liability company fails to maintain a registered agent in the Commonwealth as required by &#xA7; 13.1-1015, the registered agent&#8217;s authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence;6\n\nThe post office address, including the street and number, if any, of the foreign limited liability company&#8217;s principal office; and7\n\nA statement evidencing that the foreign limited liability company is a &#8220;foreign limited liability company&#8221; as defined in &#xA7; 13.1-1002.B\n\nThe foreign limited liability company shall deliver with the completed application a copy of its articles of organization or other constituent documents and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having custody of limited liability company records in its jurisdiction of formation.C\n\nA foreign limited liability company is not precluded from receiving a certificate of authority to transact business in the Commonwealth because of any difference between the law of the foreign limited liability company&#8217;s jurisdiction of formation and the law of the Commonwealth.D\n\nIf the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of registration to transact business in the Commonwealth.","order_by":null,"text":{"0":{"id":272739,"text":"To obtain a certificate of registration to transact business in the Commonwealth, a foreign limited liability company shall deliver an application to the Commission. The application shall be made on a form prescribed and furnished by the Commission. The application shall be signed in the name of the foreign limited liability company and set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":272740,"text":"The name of the foreign limited liability company and, if the foreign limited liability company is prevented by &#xA7; 13.1-1054 from using its own name in the Commonwealth, a designated name that satisfies the requirements of &#xA7; 13.1-1054;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":272741,"text":"The foreign limited liability company&#8217;s jurisdiction of formation, and if the foreign limited liability company was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, nonstock corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the entity identification number issued to it by the Commission;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":272742,"text":"The foreign limited liability company&#8217;s original date of organization, formation, or incorporation as an entity and its period of duration;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":272743,"text":"The address of the proposed registered office of the foreign limited liability company in the Commonwealth (including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its proposed registered agent in the Commonwealth at that address and a statement that the registered agent is either (a) an individual who is a resident of the Commonwealth and is either (1) a member or manager of the limited liability company, (2) a member or manager of a limited liability company that is a member or manager of the limited liability company, (3) an officer or director of a corporation that is a member or manager of the limited liability company, (4) a partner of a partnership that is a member or manager of the limited liability company, (5) a general partner of a limited partnership that is a member or manager of the limited liability company, (6) a trustee of a trust that is a member or manager of the limited liability company, or (7) a member of the Virginia State Bar, or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":272744,"text":"A statement that the clerk of the Commission is irrevocably appointed the agent of the foreign limited liability company for service of process if the foreign limited liability company fails to maintain a registered agent in the Commonwealth as required by &#xA7; 13.1-1015, the registered agent&#8217;s authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":272745,"text":"The post office address, including the street and number, if any, of the foreign limited liability company&#8217;s principal office; and","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":272746,"text":"A statement evidencing that the foreign limited liability company is a &#8220;foreign limited liability company&#8221; as defined in &#xA7; 13.1-1002.","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"B"},"8":{"id":272747,"text":"The foreign limited liability company shall deliver with the completed application a copy of its articles of organization or other constituent documents and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having custody of limited liability company records in its jurisdiction of formation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A7","next_prefix":"C"},"9":{"id":272748,"text":"A foreign limited liability company is not precluded from receiving a certificate of authority to transact business in the Commonwealth because of any difference between the law of the foreign limited liability company&#8217;s jurisdiction of formation and the law of the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"10":{"id":272749,"text":"If the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of registration to transact business in the Commonwealth.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"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}],"previous_section":{"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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1052\/","history_text":"<p>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 6 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 1992, chapter 574; in 1996, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?961+ful+CHAP0265\">265<\/a>; in 2002, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?021+ful+CHAP0608\">608<\/a>; in 2004, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?041+ful+CHAP0274\">274<\/a>; in 2008, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?081+ful+CHAP0108\">108<\/a>; in 2016, chapter <a href=\"https:\/\/legacylis.virginia.gov\/cgi-bin\/legp604.exe?161+ful+CHAP0288\">288<\/a>.<\/p>","references":[{"id":73065,"section_number":"13.1-1078","catch_line":"Surrender of articles of organization upon domestication","order_by":null,"url":"\/13.1-1078\/"},{"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\/"},{"id":71407,"section_number":"13.1-1105","catch_line":"Certificate of authority for foreign professional limited liability company","order_by":null,"url":"\/13.1-1105\/"},{"id":79297,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-766.1\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"},{"id":54628,"section_number":"50-73.57:2","catch_line":"Merger of foreign limited partnership registered to transact business in Commonwealth","order_by":null,"url":"\/50-73.57_2\/"}],"refers_to":[{"id":64638,"section_number":"13.1-1015","catch_line":"Registered office and registered agent","order_by":null,"url":"\/13.1-1015\/"},{"id":71928,"section_number":"13.1-1054","catch_line":"Name of foreign limited liability company","order_by":null,"url":"\/13.1-1054\/"}],"permalink":{"id":148401,"object_type":"law","relational_id":75972,"identifier":"13.1-1052","token":"13.1\/12\/10\/13.1-1052","url":"\/13.1-1052\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1052\/","token":"13.1\/12\/10\/13.1-1052","dublin_core":{"Title":"Application for certificate of registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1052","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t<section id=\"A\"><p><span class=\"prefix-number\">A.<\/span> To obtain a certificate of registration to transact business in the Commonwealth, a <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> shall deliver an application to the <span class=\"dictionary\">Commission<\/span>. The application shall be made on a form prescribed and furnished by the <span class=\"dictionary\">Commission<\/span>. The application shall be signed in the name of the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> and set forth: <a id=\"paragraph-272739\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#A\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A1\" class=\"indent-1\"><p><span class=\"prefix-number\">1.<\/span> The name of the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> and, if the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> is prevented by &#xA7; <a class=\"law\" title=\"Name of foreign limited liability company\" href=\"\/13.1-1054\/\">13.1-1054<\/a> from using its own name in the Commonwealth, a designated name that satisfies the requirements of &#xA7; <a class=\"law\" title=\"Name of foreign limited liability company\" href=\"\/13.1-1054\/\">13.1-1054<\/a>; <a id=\"paragraph-272740\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#A1\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A2\" class=\"indent-1\"><p><span class=\"prefix-number\">2.<\/span> The <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span>&#8217;s <span class=\"dictionary\">jurisdiction of formation<\/span>, and if the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> was previously authorized or registered to transact business in the Commonwealth as a <span class=\"dictionary\">foreign corporation<\/span>, nonstock corporation, <span class=\"dictionary\">limited liability company<\/span>, business trust, limited partnership, or <span class=\"dictionary\">registered limited liability partnership<\/span>, with respect to every such prior authorization or registration, (i) the name of the <span class=\"dictionary\">entity<\/span>; (ii) the <span class=\"dictionary\">entity<\/span> type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the <span class=\"dictionary\">entity<\/span> identification number issued to it by the <span class=\"dictionary\">Commission<\/span>; <a id=\"paragraph-272741\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#A2\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A3\" class=\"indent-1\"><p><span class=\"prefix-number\">3.<\/span> The <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span>&#8217;s original date of organization, formation, or incorporation as an <span class=\"dictionary\">entity<\/span> and its period of duration; <a id=\"paragraph-272742\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#A3\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A4\" class=\"indent-1\"><p><span class=\"prefix-number\">4.<\/span> The address of the proposed registered office of the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> in the Commonwealth (including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its proposed registered agent in the Commonwealth at that address and a statement that the registered agent is either (a) an individual who is a resident of the Commonwealth and is either (1) a <span class=\"dictionary\">member<\/span> or <span class=\"dictionary\">manager<\/span> of the <span class=\"dictionary\">limited liability company<\/span>, (2) a <span class=\"dictionary\">member<\/span> or <span class=\"dictionary\">manager<\/span> of a <span class=\"dictionary\">limited liability company<\/span> that is a <span class=\"dictionary\">member<\/span> or <span class=\"dictionary\">manager<\/span> of the <span class=\"dictionary\">limited liability company<\/span>, (3) an officer or director of a corporation that is a <span class=\"dictionary\">member<\/span> or <span class=\"dictionary\">manager<\/span> of the <span class=\"dictionary\">limited liability company<\/span>, (4) a partner of a partnership that is a <span class=\"dictionary\">member<\/span> or <span class=\"dictionary\">manager<\/span> of the <span class=\"dictionary\">limited liability company<\/span>, (5) a general partner of a limited partnership that is a <span class=\"dictionary\">member<\/span> or <span class=\"dictionary\">manager<\/span> of the <span class=\"dictionary\">limited liability company<\/span>, (6) a trustee of a trust that is a <span class=\"dictionary\">member<\/span> or <span class=\"dictionary\">manager<\/span> of the <span class=\"dictionary\">limited liability company<\/span>, or (7) a <span class=\"dictionary\">member<\/span> of the Virginia State Bar, or (b) a domestic or foreign stock or nonstock corporation, <span class=\"dictionary\">limited liability company<\/span>, or <span class=\"dictionary\">registered limited liability partnership<\/span> authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; <a id=\"paragraph-272743\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#A4\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A5\" class=\"indent-1\"><p><span class=\"prefix-number\">5.<\/span> A statement that the clerk of the <span class=\"dictionary\">Commission<\/span> is irrevocably appointed the agent of the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> for <span class=\"dictionary\">service of process<\/span> if the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> fails to maintain a registered agent in the Commonwealth as required by &#xA7; <a class=\"law\" title=\"Registered office and registered agent\" href=\"\/13.1-1015\/\">13.1-1015<\/a>, the registered agent&#8217;s authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence; <a id=\"paragraph-272744\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#A5\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A6\" class=\"indent-1\"><p><span class=\"prefix-number\">6.<\/span> The post office address, including the street and number, if any, of the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span>&#8217;s <span class=\"dictionary\">principal office<\/span>; and <a id=\"paragraph-272745\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#A6\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"A7\" class=\"indent-1\"><p><span class=\"prefix-number\">7.<\/span> A statement evidencing that the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> is a &#8220;<span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span>&#8221; as defined in &#xA7; <a class=\"law\" title=\"Definitions\" href=\"\/13.1-1002\/\">13.1-1002<\/a>. <a id=\"paragraph-272746\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#A7\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"B\"><p><span class=\"prefix-number\">B.<\/span> The <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> shall deliver with the completed application a copy of its <span class=\"dictionary\">articles of organization<\/span> or other constituent documents and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having <span class=\"dictionary\">custody<\/span> of <span class=\"dictionary\">limited liability company<\/span> records in its <span class=\"dictionary\">jurisdiction of formation<\/span>. <a id=\"paragraph-272747\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#B\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"C\"><p><span class=\"prefix-number\">C.<\/span> A <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span> is not precluded from receiving a certificate of authority to transact business in the Commonwealth because of any difference between the <span class=\"dictionary\">law<\/span> of the <span class=\"dictionary\">foreign <span class=\"dictionary\">limited liability company<\/span><\/span>&#8217;s <span class=\"dictionary\">jurisdiction of formation<\/span> and the <span class=\"dictionary\">law<\/span> of the Commonwealth. <a id=\"paragraph-272748\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#C\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t<section id=\"D\"><p><span class=\"prefix-number\">D.<\/span> If the <span class=\"dictionary\">Commission<\/span> finds that the application complies with the requirements of <span class=\"dictionary\">law<\/span> and that all required fees have been paid, it shall <span class=\"dictionary\">issue<\/span> a certificate of registration to transact business in the Commonwealth. <a id=\"paragraph-272749\" class=\"section-permalink\" href=\"https:\/\/vacode.org\/13.1-1052\/#D\"><i class=\"fa fa-link\"><\/i><\/a><\/p><\/section>","plain_text":"                                 CODE OF VIRGINIA\n\nAPPLICATION FOR CERTIFICATE OF REGISTRATION (\u00a7 13.1-1052)\n\nA. To obtain a certificate of registration to transact business in the\nCommonwealth, a foreign limited liability company shall deliver an application\nto the Commission. The application shall be made on a form prescribed and\nfurnished by the Commission. The application shall be signed in the name of the\nforeign limited liability company and set forth:\n\n   1. The name of the foreign limited liability company and, if the foreign\n   limited liability company is prevented by &#xA7; 13.1-1054 from using its own\n   name in the Commonwealth, a designated name that satisfies the requirements of\n   &#xA7; 13.1-1054;\n\n   2. The foreign limited liability company&#8217;s jurisdiction of formation,\n   and if the foreign limited liability company was previously authorized or\n   registered to transact business in the Commonwealth as a foreign corporation,\n   nonstock corporation, limited liability company, business trust, limited\n   partnership, or registered limited liability partnership, with respect to\n   every such prior authorization or registration, (i) the name of the entity;\n   (ii) the entity type; (iii) the state or other jurisdiction of incorporation,\n   organization, or formation; and (iv) the entity identification number issued\n   to it by the Commission;\n\n   3. The foreign limited liability company&#8217;s original date of\n   organization, formation, or incorporation as an entity and its period of\n   duration;\n\n   4. The address of the proposed registered office of the foreign limited\n   liability company in the Commonwealth (including both (i) the post office\n   address with street and number, if any, and (ii) the name of the county or\n   city in which it is located) and the name of its proposed registered agent in\n   the Commonwealth at that address and a statement that the registered agent is\n   either (a) an individual who is a resident of the Commonwealth and is either\n   (1) a member or manager of the limited liability company, (2) a member or\n   manager of a limited liability company that is a member or manager of the\n   limited liability company, (3) an officer or director of a corporation that is\n   a member or manager of the limited liability company, (4) a partner of a\n   partnership that is a member or manager of the limited liability company, (5)\n   a general partner of a limited partnership that is a member or manager of the\n   limited liability company, (6) a trustee of a trust that is a member or\n   manager of the limited liability company, or (7) a member of the Virginia\n   State Bar, or (b) a domestic or foreign stock or nonstock corporation, limited\n   liability company, or registered limited liability partnership authorized to\n   transact business in the Commonwealth, the business office of which is\n   identical with the registered office;\n\n   5. A statement that the clerk of the Commission is irrevocably appointed the\n   agent of the foreign limited liability company for service of process if the\n   foreign limited liability company fails to maintain a registered agent in the\n   Commonwealth as required by &#xA7; 13.1-1015, the registered agent&#8217;s\n   authority has been revoked, the registered agent has resigned, or the\n   registered agent cannot be found or served with the exercise of reasonable\n   diligence;\n\n   6. The post office address, including the street and number, if any, of the\n   foreign limited liability company&#8217;s principal office; and\n\n   7. A statement evidencing that the foreign limited liability company is a\n   &#8220;foreign limited liability company&#8221; as defined in &#xA7;\n   13.1-1002.\n\nB. The foreign limited liability company shall deliver with the completed\napplication a copy of its articles of organization or other constituent\ndocuments and all amendments and corrections thereto, duly authenticated by the\nSecretary of State or other official having custody of limited liability company\nrecords in its jurisdiction of formation.\n\nC. A foreign limited liability company is not precluded from receiving a\ncertificate of authority to transact business in the Commonwealth because of any\ndifference between the law of the foreign limited liability company&#8217;s\njurisdiction of formation and the law of the Commonwealth.\n\nD. If the Commission finds that the application complies with the requirements\nof law and that all required fees have been paid, it shall issue a certificate\nof registration to transact business in the Commonwealth.\n\nHISTORY: 1991, c. 168; 1992, c. 574; 1996, c. 265; 2002, c. 608; 2004, c. 274;\n2008, c. 108; 2016, c. 288; 2021, Sp. Sess. I, c. 487.","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}}