{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1056.2.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1056.2.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1056.2.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1056.2.html"}],"law_id":54475,"edition_id":1,"section_id":54475,"structure_id":13508,"section_number":"13.1-1056.2","catch_line":"Involuntary cancellation of certificate of registration","history":"2008, c. 108; 2009, c. 167.","full_text":"A\n\nThe certificate of registration to transact business in the Commonwealth of any foreign limited liability company may be canceled involuntarily by order of the Commission when it finds that the foreign limited liability company:1\n\nHas continued to exceed or abuse the authority conferred upon it by law;2\n\nHas failed to maintain a registered office or a registered agent in the Commonwealth as required by law;3\n\nHas failed to file any document required by this chapter to be filed with the Commission;4\n\nNo longer exists under the laws of the state or other jurisdiction of its organization; or5\n\nHas been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its members or managers constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.B\n\nBefore entering any such order the Commission shall issue a rule against the foreign limited liability company giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.C\n\nThe authority of a foreign limited liability company to transact business in the Commonwealth ceases on the date shown on the order canceling its certificate of registration.D\n\nThe Commission’s cancellation of a foreign limited liability company’s certificate of registration appoints the clerk of the Commission 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.E\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.F\n\nAny foreign limited liability company convicted of the offense listed in subdivision A 5 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A certificate of registration canceled pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year.","order_by":null,"text":{"0":{"id":199952,"text":"The certificate of registration to transact business in the Commonwealth of any foreign limited liability company may be canceled involuntarily by order of the Commission when it finds that the foreign limited liability company:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":199953,"text":"Has continued to exceed or abuse the authority conferred upon it by law;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":199954,"text":"Has failed to maintain a registered office or a registered agent in the Commonwealth as required by law;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":199955,"text":"Has failed to file any document required by this chapter to be filed with the Commission;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":199956,"text":"No longer exists under the laws of the state or other jurisdiction of its organization; or","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":199957,"text":"Has been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its members or managers constituting a pattern or practice of employing unauthorized aliens in the Commonwealth.","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"B"},"6":{"id":199958,"text":"Before entering any such order the Commission shall issue a rule against the foreign limited liability company giving it an opportunity to be heard and show cause why such an order should not be entered. The Commission may issue the rule on its own motion or on motion of the Attorney General.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A5","next_prefix":"C"},"7":{"id":199959,"text":"The authority of a foreign limited liability company to transact business in the Commonwealth ceases on the date shown on the order canceling its certificate of registration.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"8":{"id":199960,"text":"The Commission’s cancellation of a foreign limited liability company’s certificate of registration appoints the clerk of the Commission 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":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"9":{"id":199961,"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":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D","next_prefix":"F"},"10":{"id":199962,"text":"Any foreign limited liability company convicted of the offense listed in subdivision A 5 shall immediately report such conviction to the Commission and file with the Commission an authenticated copy of the judgment or record of conviction. A certificate of registration canceled pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year.","type":"section","prefixes":["F"],"prefix":"F","entire_prefix":"F","prefix_anchor":"F","level":1,"prior_prefix":"E"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1056.2\/","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 1 time. 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. That modification is as follows: in 2009, chapter 167<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":148425,"object_type":"law","relational_id":54475,"identifier":"13.1-1056.2","token":"13.1\/12\/10\/13.1-1056.2","url":"\/13.1-1056.2\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1056.2\/","token":"13.1\/12\/10\/13.1-1056.2","dublin_core":{"Title":"Involuntary cancellation of certificate of registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1056.2","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The certificate of registration to transact business in the Commonwealth of any foreign limited liability company<\/span><\/span> may be canceled involuntarily by order<\/span> of the Commission<\/span> when it finds that the foreign limited liability company<\/span><\/span>: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Has continued to exceed or abuse the authority conferred upon it by law<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Has failed to maintain a registered office or a registered agent in the Commonwealth as required by law<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Has failed to file any document required by this chapter to be filed with the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> No longer exists under the laws<\/span> of the state or other jurisdiction<\/span> of its organization; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Has been convicted for a violation of 8 U.S.C. § 1324a (f), as amended, for actions of its members<\/span> or managers<\/span><\/span> constituting a pattern or practice of employing unauthorized aliens in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> Before entering any such order<\/span> the Commission<\/span> shall issue<\/span> a rule against the foreign limited liability company<\/span><\/span> giving it an opportunity to be heard and show cause why such an order<\/span> should not be entered. The Commission<\/span> may issue<\/span> the rule on its own motion<\/span> or on motion<\/span> of the Attorney General<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The authority of a foreign limited liability company<\/span><\/span> to transact business in the Commonwealth ceases on the date shown on the order<\/span> canceling its certificate of registration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> The Commission<\/span>’s cancellation of a foreign limited liability company<\/span><\/span>’s certificate of registration appoints the clerk of the Commission<\/span> 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

E.<\/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>\n\t\t\t\t\t\t

F.<\/span> Any foreign limited liability company<\/span><\/span> convicted of the offense<\/span> listed in subdivision A 5 shall immediately report such conviction<\/span> to the Commission<\/span> and file with the Commission<\/span> an authenticated copy of the judgment<\/span> or record of conviction<\/span>. A certificate of registration canceled pursuant to subdivision A 5 shall not be eligible for reinstatement for a period of not less than one year. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nINVOLUNTARY CANCELLATION OF CERTIFICATE OF REGISTRATION (\u00a7 13.1-1056.2)\n\nA. The certificate of registration to transact business in the Commonwealth of\nany foreign limited liability company may be canceled involuntarily by order of\nthe Commission when it finds that the foreign limited liability company:\n\n 1. Has continued to exceed or abuse the authority conferred upon it by law;\n\n 2. Has failed to maintain a registered office or a registered agent in the\n Commonwealth as required by law;\n\n 3. Has failed to file any document required by this chapter to be filed with\n the Commission;\n\n 4. No longer exists under the laws of the state or other jurisdiction of its\n organization; or\n\n 5. Has been convicted for a violation of 8 U.S.C. § 1324a (f), as\n amended, for actions of its members or managers constituting a pattern or\n practice of employing unauthorized aliens in the Commonwealth.\n\nB. Before entering any such order the Commission shall issue a rule against the\nforeign limited liability company giving it an opportunity to be heard and show\ncause why such an order should not be entered. The Commission may issue the rule\non its own motion or on motion of the Attorney General.\n\nC. The authority of a foreign limited liability company to transact business in\nthe Commonwealth ceases on the date shown on the order canceling its certificate\nof registration.\n\nD. The Commission’s cancellation of a foreign limited liability\ncompany’s certificate of registration appoints the clerk of the Commission\nthe foreign limited liability company’s agent for service of process in\nany proceeding based on a cause of action arising during the time the foreign\nlimited 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\nE. 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\nF. Any foreign limited liability company convicted of the offense listed in\nsubdivision A 5 shall immediately report such conviction to the Commission and\nfile with the Commission an authenticated copy of the judgment or record of\nconviction. A certificate of registration canceled pursuant to subdivision A 5\nshall not be eligible for reinstatement for a period of not less than one year.\n\nHISTORY: 2008, c. 108; 2009, c. 167.","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}}