{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1056.1.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1056.1.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1056.1.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1056.1.html"}],"law_id":73228,"edition_id":1,"section_id":73228,"structure_id":13508,"section_number":"13.1-1056.1","catch_line":"Automatic cancellation of certificate of registration","history":"2008, c. 108; 2010, c. 703; 2013, c. 17.","full_text":"A\n\nWhether or not the notice described in subsection B of § 13.1-1064 is mailed, if any foreign limited liability company fails to pay its annual registration fee on or before the last day of the third month immediately following its annual registration fee due date each year, such foreign limited liability company shall automatically cease to be authorized to transact business in the Commonwealth and its certificate of registration shall be automatically canceled as of that day.B\n\nIf any foreign limited liability company whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-1017 fails to file a statement of change pursuant to § 13.1-1016 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the foreign limited liability company of the impending cancellation of its certificate of registration. If the foreign limited liability company fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the foreign limited liability company shall automatically cease to be authorized to transact business in the Commonwealth and its certificate of registration shall be automatically canceled as of that day.C\n\nThe automatic cancellation of a foreign limited liability company’s certificate of registration constitutes the appointment of the clerk of the Commission as the foreign limited liability company’s agent for service of process in any proceeding based on a cause of action arising during the time the foreign limited liability company was registered to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign limited liability company and shall be made on the clerk in accordance with § 12.1-19.1.D\n\nCancellation of a foreign limited liability company’s certificate of registration does not terminate the authority of the registered agent of the foreign limited liability company.","order_by":null,"text":{"0":{"id":263597,"text":"Whether or not the notice described in subsection B of § 13.1-1064 is mailed, if any foreign limited liability company fails to pay its annual registration fee on or before the last day of the third month immediately following its annual registration fee due date each year, such foreign limited liability company shall automatically cease to be authorized to transact business in the Commonwealth and its certificate of registration shall be automatically canceled as of that day.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":263598,"text":"If any foreign limited liability company whose registered agent has filed with the Commission a statement of resignation pursuant to § 13.1-1017 fails to file a statement of change pursuant to § 13.1-1016 within 31 days after the date on which the statement of resignation was filed, the Commission shall mail notice to the foreign limited liability company of the impending cancellation of its certificate of registration. If the foreign limited liability company fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the foreign limited liability company shall automatically cease to be authorized to transact business in the Commonwealth and its certificate of registration shall be automatically canceled as of that day.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":263599,"text":"The automatic cancellation of a foreign limited liability company’s certificate of registration constitutes the appointment of the clerk of the Commission as the foreign limited liability company’s agent for service of process in any proceeding based on a cause of action arising during the time the foreign limited liability company was registered to transact business in the Commonwealth. Service of process on the clerk of the Commission under this subsection is service on the foreign limited liability company and shall be made on the clerk in accordance with § 12.1-19.1.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":263600,"text":"Cancellation of a foreign limited liability company’s certificate of registration does not terminate the authority of the registered agent of the foreign limited liability company.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1056.1\/","history_text":"

This law was first created in 2008. The record of its establishment is cataloged in chapter 108<\/a> 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. 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 2010, chapter 703<\/a>; in 2013, chapter 17<\/a>.<\/p>","references":[{"id":83120,"section_number":"13.1-1099.1","catch_line":"Annual registration fees","order_by":null,"url":"\/13.1-1099.1\/"}],"refers_to":[{"id":79624,"section_number":"13.1-1016","catch_line":"Change of registered office or registered agent","order_by":null,"url":"\/13.1-1016\/"},{"id":62882,"section_number":"13.1-1017","catch_line":"Resignation of registered agent","order_by":null,"url":"\/13.1-1017\/"},{"id":78931,"section_number":"13.1-1064","catch_line":"Penalty for failure to timely pay annual registration fees","order_by":null,"url":"\/13.1-1064\/"}],"permalink":{"id":148421,"object_type":"law","relational_id":73228,"identifier":"13.1-1056.1","token":"13.1\/12\/10\/13.1-1056.1","url":"\/13.1-1056.1\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1056.1\/","token":"13.1\/12\/10\/13.1-1056.1","dublin_core":{"Title":"Automatic cancellation of certificate of registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1056.1","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Whether or not the notice described in subsection B of § 13.1-1064<\/a> is mailed, if any foreign limited liability company<\/span><\/span> fails to pay its annual registration fee on or before the last day of the third month immediately following its annual registration fee due date each year, such foreign limited liability company<\/span><\/span> shall automatically cease to be authorized to transact business in the Commonwealth and its certificate of registration shall be automatically canceled as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If any foreign limited liability company<\/span><\/span> whose registered agent has filed with the Commission<\/span> a statement of resignation pursuant to § 13.1-1017<\/a> fails to file a statement of change pursuant to § 13.1-1016<\/a> within 31 days after the date on which the statement of resignation was filed, the Commission<\/span> shall mail notice to the foreign limited liability company<\/span><\/span> of the impending cancellation of its certificate of registration. If the foreign limited liability company<\/span><\/span> fails to file the statement of change on or before the last day of the second month immediately following the month in which the impending cancellation notice was mailed, the foreign limited liability company<\/span><\/span> shall automatically cease to be authorized to transact business in the Commonwealth and its certificate of registration shall be automatically canceled as of that day. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The automatic cancellation of a foreign limited liability company<\/span><\/span>’s certificate of registration constitutes the appointment of the clerk of the Commission<\/span> as the foreign limited liability company<\/span><\/span>’s agent for service of process<\/span> in any proceeding based on a cause of action<\/span> arising during the time the foreign limited liability company<\/span><\/span> was registered to transact business in the Commonwealth. Service of process<\/span> on the clerk of the Commission<\/span> under this subsection is service on the foreign limited liability company<\/span><\/span> and shall be made on the clerk in accordance with § 12.1-19.1<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Cancellation of a foreign limited liability company<\/span><\/span>’s certificate of registration does not terminate the authority of the registered agent of the foreign limited liability company<\/span><\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAUTOMATIC CANCELLATION OF CERTIFICATE OF REGISTRATION (\u00a7 13.1-1056.1)\n\nA. Whether or not the notice described in subsection B of § 13.1-1064 is\nmailed, if any foreign limited liability company fails to pay its annual\nregistration fee on or before the last day of the third month immediately\nfollowing its annual registration fee due date each year, such foreign limited\nliability company shall automatically cease to be authorized to transact\nbusiness in the Commonwealth and its certificate of registration shall be\nautomatically canceled as of that day.\n\nB. If any foreign limited liability company whose registered agent has filed\nwith the Commission a statement of resignation pursuant to § 13.1-1017\nfails to file a statement of change pursuant to § 13.1-1016 within 31 days\nafter the date on which the statement of resignation was filed, the Commission\nshall mail notice to the foreign limited liability company of the impending\ncancellation of its certificate of registration. If the foreign limited\nliability company fails to file the statement of change on or before the last\nday of the second month immediately following the month in which the impending\ncancellation notice was mailed, the foreign limited liability company shall\nautomatically cease to be authorized to transact business in the Commonwealth\nand its certificate of registration shall be automatically canceled as of that\nday.\n\nC. The automatic cancellation of a foreign limited liability company’s\ncertificate of registration constitutes the appointment of the clerk of the\nCommission as the foreign limited liability company’s agent for service of\nprocess in any proceeding based on a cause of action arising during the time the\nforeign limited liability company was registered to transact business in the\nCommonwealth. Service of process on the clerk of the Commission under this\nsubsection is service on the foreign limited liability company and shall be made\non the clerk in accordance with § 12.1-19.1.\n\nD. Cancellation of a foreign limited liability company’s certificate of\nregistration does not terminate the authority of the registered agent of the\nforeign limited liability company.\n\nHISTORY: 2008, c. 108; 2010, c. 703; 2013, c. 17.","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}}