{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1105.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1105.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1105.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1105.html"}],"law_id":71407,"edition_id":1,"section_id":71407,"structure_id":13722,"section_number":"13.1-1105","catch_line":"Certificate of authority for foreign professional limited liability company","history":"1992, c. 574; 1996, c. 265.","full_text":"A\n\nNotwithstanding any other provision of this chapter, a foreign professional limited liability company, organized under the laws of a jurisdiction other than the Commonwealth of Virginia to perform a professional service of the type defined in \u00a7 13.1-1102, may apply for and obtain a certificate of authority to render those professional services in Virginia on the following terms and conditions:1\n\nOnly members, managers, employees, and agents licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia.2\n\nThe professional limited liability company must meet every requirement of this chapter except for the requirement that all of its members and managers be licensed to perform the professional service in this Commonwealth.3\n\nThe powers of any foreign professional limited liability company admitted under this section shall not exceed the powers permitted to domestic professional limited liability companies under this chapter.B\n\nIn order to qualify, a foreign professional limited liability company shall make application to the Commission as provided in § 13.1-1052 and shall make the application for and secure any certificate of authority, registration or registration certificate may be required by §§ 13.1-1111, 13.1-1112 or § 13.1-1113 and, in addition, shall be required to set forth the name and address of each member, manager, employee, and agent of the limited liability company who will be providing the professional service in this Commonwealth and whether those members, managers, employees, and agents are licensed, or otherwise legally qualified, to perform the professional service in Virginia.","order_by":null,"text":{"0":{"id":257445,"text":"Notwithstanding any other provision of this chapter, a foreign professional limited liability company, organized under the laws of a jurisdiction other than the Commonwealth of Virginia to perform a professional service of the type defined in \u00a7 13.1-1102, may apply for and obtain a certificate of authority to render those professional services in Virginia on the following terms and conditions:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":257446,"text":"Only members, managers, employees, and agents licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia.","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":257447,"text":"The professional limited liability company must meet every requirement of this chapter except for the requirement that all of its members and managers be licensed to perform the professional service in this Commonwealth.","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":257448,"text":"The powers of any foreign professional limited liability company admitted under this section shall not exceed the powers permitted to domestic professional limited liability companies under this chapter.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"B"},"4":{"id":257449,"text":"In order to qualify, a foreign professional limited liability company shall make application to the Commission as provided in § 13.1-1052 and shall make the application for and secure any certificate of authority, registration or registration certificate may be required by §§ 13.1-1111, 13.1-1112 or § 13.1-1113 and, in addition, shall be required to set forth the name and address of each member, manager, employee, and agent of the limited liability company who will be providing the professional service in this Commonwealth and whether those members, managers, employees, and agents are licensed, or otherwise legally qualified, to perform the professional service in Virginia.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A3"}},"ancestry":[{"id":13722,"edition_id":1,"name":"Virginia Professional Limited Liability Company Act","identifier":"13","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:45:40","date_modified":"2026-06-26 03:45:40","permalink":{"id":149009,"object_type":"structure","relational_id":13722,"identifier":"13","token":"13.1\/13","url":"\/13.1\/13\/","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":83306,"structure_id":13722,"section_number":"13.1-1100","catch_line":"Reservation of power to amend or repeal","url":"\/13.1-1100\/","token":"13.1\/13\/13.1-1100","metadata":false},{"id":67914,"structure_id":13722,"section_number":"13.1-1101","catch_line":"Legislative purpose","url":"\/13.1-1101\/","token":"13.1\/13\/13.1-1101","metadata":false},{"id":80168,"structure_id":13722,"section_number":"13.1-1101.1","catch_line":"Practice of certain professions by limited liability companies","url":"\/13.1-1101.1\/","token":"13.1\/13\/13.1-1101.1","metadata":false},{"id":57431,"structure_id":13722,"section_number":"13.1-1102","catch_line":"Definitions","url":"\/13.1-1102\/","token":"13.1\/13\/13.1-1102","metadata":false},{"id":65629,"structure_id":13722,"section_number":"13.1-1103","catch_line":"Who may become a member","url":"\/13.1-1103\/","token":"13.1\/13\/13.1-1103","metadata":false},{"id":70376,"structure_id":13722,"section_number":"13.1-1104","catch_line":"Use of initials \"P.L.C.,\" \"PLC,\" \"P.L.L.C.\" or \"PLLC\" in company name","url":"\/13.1-1104\/","token":"13.1\/13\/13.1-1104","metadata":false},{"id":71407,"structure_id":13722,"section_number":"13.1-1105","catch_line":"Certificate of authority for foreign professional limited liability company","url":"\/13.1-1105\/","token":"13.1\/13\/13.1-1105","metadata":false},{"id":54716,"structure_id":13722,"section_number":"13.1-1106","catch_line":"Merger with foreign professional limited liability company or foreign professional corporation","url":"\/13.1-1106\/","token":"13.1\/13\/13.1-1106","metadata":false},{"id":62219,"structure_id":13722,"section_number":"13.1-1107","catch_line":"How limited liability company may render professional services; nonprofessional employees and agents; members and managers need not be employees, etc","url":"\/13.1-1107\/","token":"13.1\/13\/13.1-1107","metadata":false},{"id":62134,"structure_id":13722,"section_number":"13.1-1108","catch_line":"Professional law limited liability company may qualify as executor, administrator or in other fiduciary capacity","url":"\/13.1-1108\/","token":"13.1\/13\/13.1-1108","metadata":false},{"id":54790,"structure_id":13722,"section_number":"13.1-1109","catch_line":"Professional relationships not affected; liability for debts, etc., of limited liability company, its members, managers, employees, and agents","url":"\/13.1-1109\/","token":"13.1\/13\/13.1-1109","metadata":false},{"id":62964,"structure_id":13722,"section_number":"13.1-1110","catch_line":"Professional limited liability company not to engage in other business; investment of funds","url":"\/13.1-1110\/","token":"13.1\/13\/13.1-1110","metadata":false},{"id":70033,"structure_id":13722,"section_number":"13.1-1111","catch_line":"Qualifications of members and managers; special provisions for limited liability companies rendering service of architects, professional engineers, land surveyors and landscape architects, and using the title of certified interior designers","url":"\/13.1-1111\/","token":"13.1\/13\/13.1-1111","metadata":false},{"id":80980,"structure_id":13722,"section_number":"13.1-1112","catch_line":"Special provision for limited liability company engaged in practice of accounting","url":"\/13.1-1112\/","token":"13.1\/13\/13.1-1112","metadata":false},{"id":78944,"structure_id":13722,"section_number":"13.1-1113","catch_line":"Registration certificate required for limited liability company engaged in practice of law","url":"\/13.1-1113\/","token":"13.1\/13\/13.1-1113","metadata":false},{"id":56941,"structure_id":13722,"section_number":"13.1-1114","catch_line":"Repealed","url":"\/13.1-1114\/","token":"13.1\/13\/13.1-1114","metadata":false},{"id":76113,"structure_id":13722,"section_number":"13.1-1115","catch_line":"Transfer of membership interests","url":"\/13.1-1115\/","token":"13.1\/13\/13.1-1115","metadata":false},{"id":73170,"structure_id":13722,"section_number":"13.1-1116","catch_line":"Disqualification of member, manager, agent or employee","url":"\/13.1-1116\/","token":"13.1\/13\/13.1-1116","metadata":false},{"id":59572,"structure_id":13722,"section_number":"13.1-1117","catch_line":"Conversion into nonprofessional company; disposition of membership interests of deceased or disqualified members","url":"\/13.1-1117\/","token":"13.1\/13\/13.1-1117","metadata":false},{"id":82390,"structure_id":13722,"section_number":"13.1-1118","catch_line":"Management","url":"\/13.1-1118\/","token":"13.1\/13\/13.1-1118","metadata":false},{"id":74108,"structure_id":13722,"section_number":"13.1-1119","catch_line":"Repealed","url":"\/13.1-1119\/","token":"13.1\/13\/13.1-1119","metadata":false},{"id":72527,"structure_id":13722,"section_number":"13.1-1120","catch_line":"Income and property taxes","url":"\/13.1-1120\/","token":"13.1\/13\/13.1-1120","metadata":false},{"id":77894,"structure_id":13722,"section_number":"13.1-1121","catch_line":"Merger","url":"\/13.1-1121\/","token":"13.1\/13\/13.1-1121","metadata":false},{"id":67429,"structure_id":13722,"section_number":"13.1-1122","catch_line":"Application of Chapter 12 of this title","url":"\/13.1-1122\/","token":"13.1\/13\/13.1-1122","metadata":false},{"id":83643,"structure_id":13722,"section_number":"13.1-1123","catch_line":"Coordination with other provisions of Virginia Code","url":"\/13.1-1123\/","token":"13.1\/13\/13.1-1123","metadata":false}],"previous_section":{"id":70376,"structure_id":13722,"section_number":"13.1-1104","catch_line":"Use of initials \"P.L.C.,\" \"PLC,\" \"P.L.L.C.\" or \"PLLC\" in company name","url":"\/13.1-1104\/","token":"13.1\/13\/13.1-1104","metadata":false},"next_section":{"id":54716,"structure_id":13722,"section_number":"13.1-1106","catch_line":"Merger with foreign professional limited liability company or foreign professional corporation","url":"\/13.1-1106\/","token":"13.1\/13\/13.1-1106","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1105\/","history_text":"

This law was first created in 1992. The record of its establishment is cataloged in chapter 574 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 1992 \u201cActs\u201d aren\u2019t available online. 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 1996, chapter 265<\/a>.<\/p>","references":[{"id":54716,"section_number":"13.1-1106","catch_line":"Merger with foreign professional limited liability company or foreign professional corporation","order_by":null,"url":"\/13.1-1106\/"},{"id":63865,"section_number":"13.1-545.1","catch_line":"Merger with foreign professional corporation or foreign professional limited liability company","order_by":null,"url":"\/13.1-545.1\/"}],"refers_to":[{"id":75972,"section_number":"13.1-1052","catch_line":"Application for certificate of registration","order_by":null,"url":"\/13.1-1052\/"},{"id":57431,"section_number":"13.1-1102","catch_line":"Definitions","order_by":null,"url":"\/13.1-1102\/"},{"id":70033,"section_number":"13.1-1111","catch_line":"Qualifications of members and managers; special provisions for limited liability companies rendering service of architects, professional engineers, land surveyors and landscape architects, and using the title of certified interior designers","order_by":null,"url":"\/13.1-1111\/"},{"id":80980,"section_number":"13.1-1112","catch_line":"Special provision for limited liability company engaged in practice of accounting","order_by":null,"url":"\/13.1-1112\/"},{"id":78944,"section_number":"13.1-1113","catch_line":"Registration certificate required for limited liability company engaged in practice of law","order_by":null,"url":"\/13.1-1113\/"}],"permalink":{"id":149035,"object_type":"law","relational_id":71407,"identifier":"13.1-1105","token":"13.1\/13\/13.1-1105","url":"\/13.1-1105\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1105\/","token":"13.1\/13\/13.1-1105","dublin_core":{"Title":"Certificate of authority for foreign professional limited liability company","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1105","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> Notwithstanding any other provision of this chapter, a foreign professional limited liability company, organized under the laws<\/span> of a jurisdiction<\/span> other than the Commonwealth of Virginia to perform a professional service of the type defined in \u00a7 13.1-1102<\/a>, may apply for and obtain a certificate of authority to render those professional services in Virginia on the following terms and conditions: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> Only members, managers, employees, and agents licensed or otherwise legally qualified by this Commonwealth may perform the professional service in Virginia. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The professional limited liability company must meet every requirement of this chapter except for the requirement that all of its members and managers be licensed to perform the professional service in this Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The powers of any foreign professional limited liability company admitted under this section shall not exceed the powers permitted to domestic professional limited liability companies under this chapter. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> In order<\/span> to qualify, a foreign professional limited liability company shall make application to the Commission as provided in § 13.1-1052<\/a> and shall make the application for and secure any certificate of authority, registration or registration certificate may be required by §§ 13.1-1111<\/a>, 13.1-1112<\/a> or § 13.1-1113<\/a> and, in addition, shall be required to set forth the name and address of each member, manager, employee, and agent of the limited liability company who will be providing the professional service in this Commonwealth and whether those members, managers, employees, and agents are licensed, or otherwise legally qualified, to perform the professional service in Virginia. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nCERTIFICATE OF AUTHORITY FOR FOREIGN PROFESSIONAL LIMITED LIABILITY COMPANY (\u00a7\n13.1-1105)\n\nA. Notwithstanding any other provision of this chapter, a foreign professional\nlimited liability company, organized under the laws of a jurisdiction other than\nthe Commonwealth of Virginia to perform a professional service of the type\ndefined in \u00a7 13.1-1102, may apply for and obtain a certificate of authority to\nrender those professional services in Virginia on the following terms and\nconditions:\n\n 1. Only members, managers, employees, and agents licensed or otherwise legally\n qualified by this Commonwealth may perform the professional service in\n Virginia.\n\n 2. The professional limited liability company must meet every requirement of\n this chapter except for the requirement that all of its members and managers\n be licensed to perform the professional service in this Commonwealth.\n\n 3. The powers of any foreign professional limited liability company admitted\n under this section shall not exceed the powers permitted to domestic\n professional limited liability companies under this chapter.\n\nB. In order to qualify, a foreign professional limited liability company shall\nmake application to the Commission as provided in § 13.1-1052 and shall\nmake the application for and secure any certificate of authority, registration\nor registration certificate may be required by §§ 13.1-1111, 13.1-1112\nor § 13.1-1113 and, in addition, shall be required to set forth the name\nand address of each member, manager, employee, and agent of the limited\nliability company who will be providing the professional service in this\nCommonwealth and whether those members, managers, employees, and agents are\nlicensed, or otherwise legally qualified, to perform the professional service in\nVirginia.\n\nHISTORY: 1992, c. 574; 1996, c. 265.","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}}