{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1059.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1059.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1059.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1059.html"}],"law_id":76475,"edition_id":1,"section_id":76475,"structure_id":13508,"section_number":"13.1-1059","catch_line":"Transactions not constituting doing business","history":"1991, c. 168; 1996, c. 265; 2004, c. 601.","full_text":"A\n\nThe following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this article:1\n\nMaintaining, defending, or settling any proceeding;2\n\nHolding meetings of its members or carrying on any other activities concerning its internal affairs;3\n\nMaintaining bank accounts;4\n\nMaintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company’s securities or maintaining trustees or depositaries with respect to those securities;5\n\nSelling through independent contractors;6\n\nSoliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this Commonwealth before they become contracts;7\n\nCreating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;8\n\nSecuring or collecting debts or enforcing deeds of trust and security interests in property securing the debts;9\n\nOwning, without more, real or personal property;10\n\nConducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;11\n\nFor a period of less than 90 consecutive days, producing, directing, filming, crewing or acting in motion picture feature films, television series or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing and distribution; or12\n\nServing, without more, as a general partner of, or as a partner in a partnership that is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth.B\n\nThe term “transacting business” as used in this section shall have no effect on personal jurisdiction under § 8.01-328.1.C\n\nThe list of activities in subsection A of this section is not exhaustive. This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.","order_by":null,"text":{"0":{"id":274513,"text":"The following activities of a foreign limited liability company, among others, do not constitute transacting business within the meaning of this article:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":274514,"text":"Maintaining, defending, or settling any proceeding;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":274515,"text":"Holding meetings of its members or carrying on any other activities concerning its internal affairs;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":274516,"text":"Maintaining bank accounts;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":274517,"text":"Maintaining offices or agencies for the transfer, exchange and registration of the foreign limited liability company’s securities or maintaining trustees or depositaries with respect to those securities;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":274518,"text":"Selling through independent contractors;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":274519,"text":"Soliciting or obtaining orders, whether by mail or through employees or agents or otherwise, if the orders require acceptance outside this Commonwealth before they become contracts;","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":274520,"text":"Creating or acquiring indebtedness, deeds of trust, and security interests in real or personal property;","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"A8"},"8":{"id":274521,"text":"Securing or collecting debts or enforcing deeds of trust and security interests in property securing the debts;","type":"section","prefixes":["A","8"],"prefix":"8","entire_prefix":"A8","prefix_anchor":"A8","level":2,"prior_prefix":"A7","next_prefix":"A9"},"9":{"id":274522,"text":"Owning, without more, real or personal property;","type":"section","prefixes":["A","9"],"prefix":"9","entire_prefix":"A9","prefix_anchor":"A9","level":2,"prior_prefix":"A8","next_prefix":"A10"},"10":{"id":274523,"text":"Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature;","type":"section","prefixes":["A","10"],"prefix":"10","entire_prefix":"A10","prefix_anchor":"A10","level":2,"prior_prefix":"A9","next_prefix":"A11"},"11":{"id":274524,"text":"For a period of less than 90 consecutive days, producing, directing, filming, crewing or acting in motion picture feature films, television series or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing and distribution; or","type":"section","prefixes":["A","11"],"prefix":"11","entire_prefix":"A11","prefix_anchor":"A11","level":2,"prior_prefix":"A10","next_prefix":"A12"},"12":{"id":274525,"text":"Serving, without more, as a general partner of, or as a partner in a partnership that is a general partner of, a domestic or foreign limited partnership that does not otherwise transact business in the Commonwealth.","type":"section","prefixes":["A","12"],"prefix":"12","entire_prefix":"A12","prefix_anchor":"A12","level":2,"prior_prefix":"A11","next_prefix":"B"},"13":{"id":274526,"text":"The term “transacting business” as used in this section shall have no effect on personal jurisdiction under § 8.01-328.1.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A12","next_prefix":"C"},"14":{"id":274527,"text":"The list of activities in subsection A of this section is not exhaustive. This section does not apply in determining the contracts or activities that may subject a foreign limited liability company to service of process or taxation in this Commonwealth or to regulation under any other law of this Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B"}},"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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1059\/","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 1996, chapter 265<\/a>; in 2004, chapter 601<\/a>.<\/p>","references":false,"refers_to":false,"permalink":{"id":148441,"object_type":"law","relational_id":76475,"identifier":"13.1-1059","token":"13.1\/12\/10\/13.1-1059","url":"\/13.1-1059\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1059\/","token":"13.1\/12\/10\/13.1-1059","dublin_core":{"Title":"Transactions not constituting doing business","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1059","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> The following activities of a foreign limited liability company<\/span><\/span>, among others, do not constitute transacting business within the meaning of this article: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Maintaining, defending, or settling any proceeding; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> Holding meetings of its members<\/span> or carrying on any other activities concerning its internal affairs; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> Maintaining bank accounts; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> Maintaining offices or agencies for the transfer<\/span>, exchange and registration of the foreign limited liability company<\/span><\/span>’s securities or maintaining trustees or depositaries with respect to those securities; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> Selling through independent contractors; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> Soliciting or obtaining orders<\/span>, whether by mail or through employees or agents or otherwise, if the orders<\/span> require acceptance outside this Commonwealth before they become contracts<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> Creating or acquiring indebtedness, deeds of trust, and security interests<\/span> in real or personal property<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

8.<\/span> Securing or collecting debts or enforcing deeds of trust and security interests<\/span> in property<\/span> securing the debts; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

9.<\/span> Owning, without more, real or personal property<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

10.<\/span> Conducting an isolated transaction that is completed within 30 days and that is not one in the course of repeated transactions of a like nature; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

11.<\/span> For a period of less than 90 consecutive days, producing, directing, filming, crewing or acting in motion<\/span> picture feature films, television series or commercials, or promotional films that are sent outside of the Commonwealth for processing, editing, marketing and distribution<\/span>; or <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

12.<\/span> Serving, without more, as a general partner of, or as a partner in a partnership that is a general partner of, a domestic or foreign limited partnership<\/span> that does not otherwise transact business in the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The term “transacting business” as used in this section shall have no effect on personal jurisdiction<\/span> under § 8.01-328.1<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> The list of activities in subsection A of this section is not exhaustive. This section does not apply in determining the contracts<\/span> or activities that may subject a foreign limited liability company<\/span><\/span> to service of process<\/span> or taxation in this Commonwealth or to regulation under any other law<\/span> of this Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nTRANSACTIONS NOT CONSTITUTING DOING BUSINESS (\u00a7 13.1-1059)\n\nA. The following activities of a foreign limited liability company, among\nothers, do not constitute transacting business within the meaning of this\narticle:\n\n 1. Maintaining, defending, or settling any proceeding;\n\n 2. Holding meetings of its members or carrying on any other activities\n concerning its internal affairs;\n\n 3. Maintaining bank accounts;\n\n 4. Maintaining offices or agencies for the transfer, exchange and registration\n of the foreign limited liability company’s securities or maintaining\n trustees or depositaries with respect to those securities;\n\n 5. Selling through independent contractors;\n\n 6. Soliciting or obtaining orders, whether by mail or through employees or\n agents or otherwise, if the orders require acceptance outside this\n Commonwealth before they become contracts;\n\n 7. Creating or acquiring indebtedness, deeds of trust, and security interests\n in real or personal property;\n\n 8. Securing or collecting debts or enforcing deeds of trust and security\n interests in property securing the debts;\n\n 9. Owning, without more, real or personal property;\n\n 10. Conducting an isolated transaction that is completed within 30 days and\n that is not one in the course of repeated transactions of a like nature;\n\n 11. For a period of less than 90 consecutive days, producing, directing,\n filming, crewing or acting in motion picture feature films, television series\n or commercials, or promotional films that are sent outside of the Commonwealth\n for processing, editing, marketing and distribution; or\n\n 12. Serving, without more, as a general partner of, or as a partner in a\n partnership that is a general partner of, a domestic or foreign limited\n partnership that does not otherwise transact business in the Commonwealth.\n\nB. The term “transacting business” as used in this section shall\nhave no effect on personal jurisdiction under § 8.01-328.1.\n\nC. The list of activities in subsection A of this section is not exhaustive.\nThis section does not apply in determining the contracts or activities that may\nsubject a foreign limited liability company to service of process or taxation in\nthis Commonwealth or to regulation under any other law of this Commonwealth.\n\nHISTORY: 1991, c. 168; 1996, c. 265; 2004, c. 601.","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}}