{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1057.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1057.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1057.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1057.html"}],"law_id":82434,"edition_id":1,"section_id":82434,"structure_id":13508,"section_number":"13.1-1057","catch_line":"Transaction of business without registration","history":"1991, c. 168; 2006, c. 912; 2008, c. 523; 2013, c. 17.","full_text":"A\n\nA foreign limited liability company transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth.B\n\nThe successor to a foreign limited liability company that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited liability company or its successor has registered in the Commonwealth.C\n\nThe failure of a foreign limited liability company to register in the Commonwealth does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of the Commonwealth.D\n\nIf a foreign limited liability company transacts business in the Commonwealth without a certificate of registration, each member, manager or employee of the limited liability company who does any of such business in the Commonwealth knowing that a certificate of registration is required and has not been obtained shall be liable for a penalty of not less than $500 and not more than $5,000 to be imposed by the Commission, after the limited liability company and the individual have been given notice and an opportunity to be heard.E\n\nSuits, actions, and proceedings may be initiated against a foreign limited liability company that transacts business in the Commonwealth without a certificate of registration by serving process on any manager, managing member, or agent of the limited liability company doing such business or, if none can be found, on the clerk of the Commission or on the limited liability company in any other manner permitted by law. If any foreign limited liability company transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its agent for service of process. Service upon the clerk shall be made in accordance with § 12.1-19.1.","order_by":null,"text":{"0":{"id":295344,"text":"A foreign limited liability company transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court of the Commonwealth until it has registered in the Commonwealth.","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"B"},"1":{"id":295345,"text":"The successor to a foreign limited liability company that transacted business in the Commonwealth without registering in the Commonwealth and the assignee of a cause of action arising out of that business may not maintain a proceeding based on that cause of action in any court in the Commonwealth until the foreign limited liability company or its successor has registered in the Commonwealth.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A","next_prefix":"C"},"2":{"id":295346,"text":"The failure of a foreign limited liability company to register in the Commonwealth does not impair the validity of any contract or act of the foreign limited liability company or prevent the foreign limited liability company from defending any action, suit, or proceeding in any court of the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"3":{"id":295347,"text":"If a foreign limited liability company transacts business in the Commonwealth without a certificate of registration, each member, manager or employee of the limited liability company who does any of such business in the Commonwealth knowing that a certificate of registration is required and has not been obtained shall be liable for a penalty of not less than $500 and not more than $5,000 to be imposed by the Commission, after the limited liability company and the individual have been given notice and an opportunity to be heard.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":295348,"text":"Suits, actions, and proceedings may be initiated against a foreign limited liability company that transacts business in the Commonwealth without a certificate of registration by serving process on any manager, managing member, or agent of the limited liability company doing such business or, if none can be found, on the clerk of the Commission or on the limited liability company in any other manner permitted by law. If any foreign limited liability company transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission its agent for service of process. Service upon the clerk shall be made in accordance with § 12.1-19.1.","type":"section","prefixes":["E"],"prefix":"E","entire_prefix":"E","prefix_anchor":"E","level":1,"prior_prefix":"D"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1057\/","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 3 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 2006, chapter 912<\/a>; in 2008, chapter 523<\/a>; in 2013, chapter 17<\/a>.<\/p>","references":[{"id":80689,"section_number":"8.01-301","catch_line":"How process served on foreign stock or nonstock corporations and foreign limited liability companies generally","order_by":null,"url":"\/8.01-301\/"}],"refers_to":[{"id":71702,"section_number":"12.1-19.1","catch_line":"Service of process on the Clerk of the State Corporation Commission as statutory agent","order_by":null,"url":"\/12.1-19.1\/"}],"permalink":{"id":148433,"object_type":"law","relational_id":82434,"identifier":"13.1-1057","token":"13.1\/12\/10\/13.1-1057","url":"\/13.1-1057\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1057\/","token":"13.1\/12\/10\/13.1-1057","dublin_core":{"Title":"Transaction of business without registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1057","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign limited liability company<\/span><\/span> transacting business in the Commonwealth may not maintain any action, suit, or proceeding in any court<\/span> of the Commonwealth until it has registered in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The successor to a foreign limited liability company<\/span><\/span> that transacted business in the Commonwealth without registering in the Commonwealth and the assignee<\/span> of a cause of action<\/span> arising out of that business may not maintain a proceeding based on that cause of action<\/span> in any court<\/span> in the Commonwealth until the foreign limited liability company<\/span><\/span> or its successor has registered in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The failure of a foreign limited liability company<\/span><\/span> to register in the Commonwealth does not impair the validity of any contract<\/span> or act of the foreign limited liability company<\/span><\/span> or prevent the foreign limited liability company<\/span><\/span> from defending any action, suit, or proceeding in any court<\/span> of the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If a foreign limited liability company<\/span><\/span> transacts business in the Commonwealth without a certificate of registration, each member<\/span>, manager<\/span> or employee of the limited liability company<\/span> who does any of such business in the Commonwealth knowing that a certificate of registration is required and has not been obtained shall be liable for a penalty<\/span> of not less than $500 and not more than $5,000 to be imposed by the Commission<\/span>, after the limited liability company<\/span> and the individual have been given notice and an opportunity to be heard. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Suits, actions, and proceedings may be initiated against a foreign limited liability company<\/span><\/span> that transacts business in the Commonwealth without a certificate of registration by serving process on any manager<\/span>, managing member<\/span>, or agent of the limited liability company<\/span> doing such business or, if none can be found, on the clerk of the Commission<\/span> or on the limited liability company<\/span> in any other manner permitted by law<\/span>. If any foreign limited liability company<\/span><\/span> transacts business in the Commonwealth without a certificate of registration, it shall by transacting such business be deemed to have thereby appointed the clerk of the Commission<\/span> its agent for service of process<\/span>. Service upon the clerk shall be made in accordance with § 12.1-19.1<\/a>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTRANSACTION OF BUSINESS WITHOUT REGISTRATION (\u00a7 13.1-1057)\n\nA. A foreign limited liability company transacting business in the Commonwealth\nmay not maintain any action, suit, or proceeding in any court of the\nCommonwealth until it has registered in the Commonwealth.\n\nB. The successor to a foreign limited liability company that transacted business\nin the Commonwealth without registering in the Commonwealth and the assignee of\na cause of action arising out of that business may not maintain a proceeding\nbased on that cause of action in any court in the Commonwealth until the foreign\nlimited liability company or its successor has registered in the Commonwealth.\n\nC. The failure of a foreign limited liability company to register in the\nCommonwealth does not impair the validity of any contract or act of the foreign\nlimited liability company or prevent the foreign limited liability company from\ndefending any action, suit, or proceeding in any court of the Commonwealth.\n\nD. If a foreign limited liability company transacts business in the Commonwealth\nwithout a certificate of registration, each member, manager or employee of the\nlimited liability company who does any of such business in the Commonwealth\nknowing that a certificate of registration is required and has not been obtained\nshall be liable for a penalty of not less than $500 and not more than $5,000 to\nbe imposed by the Commission, after the limited liability company and the\nindividual have been given notice and an opportunity to be heard.\n\nE. Suits, actions, and proceedings may be initiated against a foreign limited\nliability company that transacts business in the Commonwealth without a\ncertificate of registration by serving process on any manager, managing member,\nor agent of the limited liability company doing such business or, if none can be\nfound, on the clerk of the Commission or on the limited liability company in any\nother manner permitted by law. If any foreign limited liability company\ntransacts business in the Commonwealth without a certificate of registration, it\nshall by transacting such business be deemed to have thereby appointed the clerk\nof the Commission its agent for service of process. Service upon the clerk shall\nbe made in accordance with § 12.1-19.1.\n\nHISTORY: 1991, c. 168; 2006, c. 912; 2008, c. 523; 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}}