{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1242.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1242.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1242.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1242.html"}],"law_id":65259,"edition_id":1,"section_id":65259,"structure_id":15409,"section_number":"13.1-1242","catch_line":"Application for certificate of registration","history":"2002, c. 621; 2004, c. 274; 2008, c. 101; 2021, Sp. Sess. I, c. 487.","full_text":"A\n\nA foreign business trust may apply to the Commission for a certificate of registration to transact business in the Commonwealth. The application shall be made on a form prescribed and furnished by the Commission. The application shall set forth:1\n\nThe name of the foreign business trust and, if the business trust is prevented by § 13.1-1244 from using its own name in the Commonwealth, a designated name that satisfies the requirements of § 13.1-1244;2\n\nThe foreign business trust’s jurisdiction of formation, and if the foreign business trust was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, nonstock corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the entity identification number issued to it by the Commission;3\n\nThe foreign business trust’s original date of formation, organization, or incorporation as an entity and its period of duration.4\n\nThe address of the proposed registered office of the foreign business trust in the Commonwealth (including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of the Commonwealth and is either (1) a trustee or officer of the business trust, (2) an officer or director of a corporation that is a trustee of the business trust, (3) a partner of a partnership that is a trustee of a business trust, (4) a general partner of a limited partnership that is a trustee of the business trust, (5) a member or manager of a limited liability company that is a trustee of the business trust, (6) a trustee of a business trust or other trust that is a trustee of the business trust, or (7) a member of the Virginia State Bar, or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office;5\n\nA statement that the clerk of the Commission is irrevocably appointed the agent of the foreign business trust for service of process if the foreign business trust fails to maintain a registered agent in the Commonwealth as required by § 13.1-1220, the registered agent’s authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence;6\n\nThe post office address, including the street and number, if any, of the foreign business trust’s principal office; and7\n\nA statement evidencing that the foreign business trust is a “foreign business trust” as defined in § 13.1-1201.B\n\nThe foreign business trust shall deliver with the completed application a copy of the articles of trust or other constituent documents and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having custody of business trust records in its jurisdiction of formation.C\n\nA foreign business is not precluded from receiving a certificate of registration to transact business in the Commonwealth because of any difference between the law of the foreign business trust’s jurisdiction of formation and the law of the Commonwealth.D\n\nIf the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of registration to transact business in the Commonwealth.","order_by":null,"text":{"0":{"id":237359,"text":"A foreign business trust may apply to the Commission for a certificate of registration to transact business in the Commonwealth. The application shall be made on a form prescribed and furnished by the Commission. The application shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":237360,"text":"The name of the foreign business trust and, if the business trust is prevented by § 13.1-1244 from using its own name in the Commonwealth, a designated name that satisfies the requirements of § 13.1-1244;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":237361,"text":"The foreign business trust’s jurisdiction of formation, and if the foreign business trust was previously authorized or registered to transact business in the Commonwealth as a foreign corporation, nonstock corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership, with respect to every such prior authorization or registration, (i) the name of the entity; (ii) the entity type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the entity identification number issued to it by the Commission;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":237362,"text":"The foreign business trust’s original date of formation, organization, or incorporation as an entity and its period of duration.","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":237363,"text":"The address of the proposed registered office of the foreign business trust in the Commonwealth (including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of the Commonwealth and is either (1) a trustee or officer of the business trust, (2) an officer or director of a corporation that is a trustee of the business trust, (3) a partner of a partnership that is a trustee of a business trust, (4) a general partner of a limited partnership that is a trustee of the business trust, (5) a member or manager of a limited liability company that is a trustee of the business trust, (6) a trustee of a business trust or other trust that is a trustee of the business trust, or (7) a member of the Virginia State Bar, or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership authorized to transact business in the Commonwealth, the business office of which is identical with the registered office;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":237364,"text":"A statement that the clerk of the Commission is irrevocably appointed the agent of the foreign business trust for service of process if the foreign business trust fails to maintain a registered agent in the Commonwealth as required by § 13.1-1220, the registered agent’s authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence;","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":237365,"text":"The post office address, including the street and number, if any, of the foreign business trust’s principal office; and","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"A7"},"7":{"id":237366,"text":"A statement evidencing that the foreign business trust is a “foreign business trust” as defined in § 13.1-1201.","type":"section","prefixes":["A","7"],"prefix":"7","entire_prefix":"A7","prefix_anchor":"A7","level":2,"prior_prefix":"A6","next_prefix":"B"},"8":{"id":237367,"text":"The foreign business trust shall deliver with the completed application a copy of the articles of trust or other constituent documents and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having custody of business trust records in its jurisdiction of formation.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A7","next_prefix":"C"},"9":{"id":237368,"text":"A foreign business is not precluded from receiving a certificate of registration to transact business in the Commonwealth because of any difference between the law of the foreign business trust’s jurisdiction of formation and the law of the Commonwealth.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"10":{"id":237369,"text":"If the Commission finds that the application complies with the requirements of law and that all required fees have been paid, it shall issue a certificate of registration to transact business in the Commonwealth.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C"}},"ancestry":[{"id":15409,"edition_id":1,"name":"Foreign Business Trusts","identifier":"9","label":"article","depth":3,"order_by":1,"parent_id":12745,"metadata":{},"date_created":"2026-06-26 03:54:42","date_modified":"2026-06-26 03:54:42","permalink":{"id":149455,"object_type":"structure","relational_id":15409,"identifier":"9","token":"13.1\/14\/9","url":"\/13.1\/14\/9\/","edition_id":1,"permalink":0,"preferred":1}},{"id":12745,"edition_id":1,"name":"Virginia Business Trust Act","identifier":"14","label":"chapter","depth":2,"order_by":1,"parent_id":12744,"metadata":{},"date_created":"2026-06-26 03:43:51","date_modified":"2026-06-26 03:43:51","permalink":{"id":149111,"object_type":"structure","relational_id":12745,"identifier":"14","token":"13.1\/14","url":"\/13.1\/14\/","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":77250,"structure_id":15409,"section_number":"13.1-1241","catch_line":"Authority to transact business required; governing law","url":"\/13.1-1241\/","token":"13.1\/14\/9\/13.1-1241","metadata":false},{"id":65259,"structure_id":15409,"section_number":"13.1-1242","catch_line":"Application for certificate of registration","url":"\/13.1-1242\/","token":"13.1\/14\/9\/13.1-1242","metadata":false},{"id":69880,"structure_id":15409,"section_number":"13.1-1243","catch_line":"Repealed","url":"\/13.1-1243\/","token":"13.1\/14\/9\/13.1-1243","metadata":false},{"id":83737,"structure_id":15409,"section_number":"13.1-1244","catch_line":"Name","url":"\/13.1-1244\/","token":"13.1\/14\/9\/13.1-1244","metadata":false},{"id":87189,"structure_id":15409,"section_number":"13.1-1245","catch_line":"Amendments; amended applications for registration","url":"\/13.1-1245\/","token":"13.1\/14\/9\/13.1-1245","metadata":false},{"id":80776,"structure_id":15409,"section_number":"13.1-1246","catch_line":"Voluntary cancellation of certificate of registration","url":"\/13.1-1246\/","token":"13.1\/14\/9\/13.1-1246","metadata":false},{"id":66132,"structure_id":15409,"section_number":"13.1-1246.1","catch_line":"Automatic cancellation of registration","url":"\/13.1-1246.1\/","token":"13.1\/14\/9\/13.1-1246.1","metadata":false},{"id":58680,"structure_id":15409,"section_number":"13.1-1246.2","catch_line":"Involuntary cancellation of registration","url":"\/13.1-1246.2\/","token":"13.1\/14\/9\/13.1-1246.2","metadata":false},{"id":75732,"structure_id":15409,"section_number":"13.1-1246.3","catch_line":"Reinstatement of a certificate of registration that has been canceled","url":"\/13.1-1246.3\/","token":"13.1\/14\/9\/13.1-1246.3","metadata":false},{"id":64625,"structure_id":15409,"section_number":"13.1-1247","catch_line":"Transaction of business without registration; civil penalty","url":"\/13.1-1247\/","token":"13.1\/14\/9\/13.1-1247","metadata":false},{"id":67656,"structure_id":15409,"section_number":"13.1-1248","catch_line":"Actions by Attorney General","url":"\/13.1-1248\/","token":"13.1\/14\/9\/13.1-1248","metadata":false},{"id":59725,"structure_id":15409,"section_number":"13.1-1249","catch_line":"Transactions not constituting doing business","url":"\/13.1-1249\/","token":"13.1\/14\/9\/13.1-1249","metadata":false},{"id":80217,"structure_id":15409,"section_number":"13.1-1250","catch_line":"Merger of foreign business trust registered to transact business in Commonwealth","url":"\/13.1-1250\/","token":"13.1\/14\/9\/13.1-1250","metadata":false},{"id":59164,"structure_id":15409,"section_number":"13.1-1250.1","catch_line":"Entity conversion of foreign business trust registered to transact business in Commonwealth","url":"\/13.1-1250.1\/","token":"13.1\/14\/9\/13.1-1250.1","metadata":false}],"previous_section":{"id":77250,"structure_id":15409,"section_number":"13.1-1241","catch_line":"Authority to transact business required; governing law","url":"\/13.1-1241\/","token":"13.1\/14\/9\/13.1-1241","metadata":false},"next_section":{"id":69880,"structure_id":15409,"section_number":"13.1-1243","catch_line":"Repealed","url":"\/13.1-1243\/","token":"13.1\/14\/9\/13.1-1243","metadata":false},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1242\/","history_text":"

This law was first created in 2002. The record of its establishment is cataloged in chapter 621<\/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 2004, chapter 274<\/a>; in 2008, chapter 101<\/a>.<\/p>","references":[{"id":79297,"section_number":"13.1-766.1","catch_line":"Merger of foreign corporation authorized to transact business in Commonwealth","order_by":null,"url":"\/13.1-766.1\/"},{"id":84928,"section_number":"50-73.48:3","catch_line":"Articles of merger","order_by":null,"url":"\/50-73.48_3\/"},{"id":54628,"section_number":"50-73.57:2","catch_line":"Merger of foreign limited partnership registered to transact business in Commonwealth","order_by":null,"url":"\/50-73.57_2\/"}],"refers_to":[{"id":56811,"section_number":"13.1-1220","catch_line":"Registered office and registered agent","order_by":null,"url":"\/13.1-1220\/"},{"id":83737,"section_number":"13.1-1244","catch_line":"Name","order_by":null,"url":"\/13.1-1244\/"}],"permalink":{"id":149461,"object_type":"law","relational_id":65259,"identifier":"13.1-1242","token":"13.1\/14\/9\/13.1-1242","url":"\/13.1-1242\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1242\/","token":"13.1\/14\/9\/13.1-1242","dublin_core":{"Title":"Application for certificate of registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1242","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign business trust<\/span> may apply to the Commission<\/span> for a certificate of registration to transact business in the Commonwealth. The application shall be made on a form prescribed and furnished by the Commission<\/span>. The application shall set forth: <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

1.<\/span> The name of the foreign business trust<\/span> and, if the business trust is prevented by § 13.1-1244<\/a> from using its own name in the Commonwealth, a designated name that satisfies the requirements of § 13.1-1244<\/a>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> The foreign business trust<\/span>’s jurisdiction of formation<\/span>, and if the foreign business trust<\/span> was previously authorized or registered to transact business in the Commonwealth as a foreign corporation<\/span>, nonstock corporation, limited liability company, business trust, limited partnership, or registered limited liability partnership<\/span>, with respect to every such prior authorization or registration, (i) the name of the entity<\/span>; (ii) the entity<\/span> type; (iii) the state or other jurisdiction of incorporation, organization, or formation; and (iv) the entity<\/span> identification number issued to it by the Commission<\/span>; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> The foreign business trust<\/span>’s original date of formation, organization, or incorporation as an entity<\/span> and its period of duration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> The address of the proposed registered office of the foreign business trust<\/span> in the Commonwealth (including both (i) the post office address with street and number, if any, and (ii) the name of the county or city in which it is located) and the name of its proposed registered agent in the Commonwealth at such address and that the registered agent is either (a) an individual who is a resident of the Commonwealth and is either (1) a trustee<\/span> or officer of the business trust, (2) an officer or director of a corporation that is a trustee<\/span> of the business trust, (3) a partner of a partnership that is a trustee<\/span> of a business trust, (4) a general partner of a limited partnership that is a trustee<\/span> of the business trust, (5) a member or manager of a limited liability company that is a trustee<\/span> of the business trust, (6) a trustee<\/span> of a business trust or other trust that is a trustee<\/span> of the business trust, or (7) a member of the Virginia State Bar, or (b) a domestic or foreign stock or nonstock corporation, limited liability company, or registered limited liability partnership<\/span> authorized to transact business in the Commonwealth, the business office of which is identical with the registered office; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A statement that the clerk of the Commission<\/span> is irrevocably appointed the agent of the foreign business trust<\/span> for service of process<\/span> if the foreign business trust<\/span> fails to maintain a registered agent in the Commonwealth as required by § 13.1-1220<\/a>, the registered agent’s authority has been revoked, the registered agent has resigned, or the registered agent cannot be found or served with the exercise of reasonable diligence; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> The post office address, including the street and number, if any, of the foreign business trust<\/span>’s principal office; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

7.<\/span> A statement evidencing that the foreign business trust<\/span> is a “foreign business trust<\/span>” as defined in § 13.1-1201<\/a>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> The foreign business trust<\/span> shall deliver with the completed application a copy of the articles of trust<\/span> or other constituent documents and all amendments and corrections thereto, duly authenticated by the Secretary of State or other official having custody<\/span> of business trust records in its jurisdiction of formation<\/span>. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> A foreign business is not precluded from receiving a certificate of registration to transact business in the Commonwealth because of any difference between the law<\/span> of the foreign business trust<\/span>’s jurisdiction of formation<\/span> and the law<\/span> of the Commonwealth. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> If the Commission<\/span> finds that the application complies with the requirements of law<\/span> and that all required fees have been paid, it shall issue<\/span> a certificate of registration to transact business in the Commonwealth. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nAPPLICATION FOR CERTIFICATE OF REGISTRATION (\u00a7 13.1-1242)\n\nA. A foreign business trust may apply to the Commission for a certificate of\nregistration to transact business in the Commonwealth. The application shall be\nmade on a form prescribed and furnished by the Commission. The application shall\nset forth:\n\n 1. The name of the foreign business trust and, if the business trust is\n prevented by § 13.1-1244 from using its own name in the Commonwealth, a\n designated name that satisfies the requirements of § 13.1-1244;\n\n 2. The foreign business trust’s jurisdiction of formation, and if the\n foreign business trust was previously authorized or registered to transact\n business in the Commonwealth as a foreign corporation, nonstock corporation,\n limited liability company, business trust, limited partnership, or registered\n limited liability partnership, with respect to every such prior authorization\n or registration, (i) the name of the entity; (ii) the entity type; (iii) the\n state or other jurisdiction of incorporation, organization, or formation; and\n (iv) the entity identification number issued to it by the Commission;\n\n 3. The foreign business trust’s original date of formation,\n organization, or incorporation as an entity and its period of duration.\n\n 4. The address of the proposed registered office of the foreign business trust\n in the Commonwealth (including both (i) the post office address with street\n and number, if any, and (ii) the name of the county or city in which it is\n located) and the name of its proposed registered agent in the Commonwealth at\n such address and that the registered agent is either (a) an individual who is\n a resident of the Commonwealth and is either (1) a trustee or officer of the\n business trust, (2) an officer or director of a corporation that is a trustee\n of the business trust, (3) a partner of a partnership that is a trustee of a\n business trust, (4) a general partner of a limited partnership that is a\n trustee of the business trust, (5) a member or manager of a limited liability\n company that is a trustee of the business trust, (6) a trustee of a business\n trust or other trust that is a trustee of the business trust, or (7) a member\n of the Virginia State Bar, or (b) a domestic or foreign stock or nonstock\n corporation, limited liability company, or registered limited liability\n partnership authorized to transact business in the Commonwealth, the business\n office of which is identical with the registered office;\n\n 5. A statement that the clerk of the Commission is irrevocably appointed the\n agent of the foreign business trust for service of process if the foreign\n business trust fails to maintain a registered agent in the Commonwealth as\n required by § 13.1-1220, the registered agent’s authority has been\n revoked, the registered agent has resigned, or the registered agent cannot be\n found or served with the exercise of reasonable diligence;\n\n 6. The post office address, including the street and number, if any, of the\n foreign business trust’s principal office; and\n\n 7. A statement evidencing that the foreign business trust is a “foreign\n business trust” as defined in § 13.1-1201.\n\nB. The foreign business trust shall deliver with the completed application a\ncopy of the articles of trust or other constituent documents and all amendments\nand corrections thereto, duly authenticated by the Secretary of State or other\nofficial having custody of business trust records in its jurisdiction of\nformation.\n\nC. A foreign business is not precluded from receiving a certificate of\nregistration to transact business in the Commonwealth because of any difference\nbetween the law of the foreign business trust’s jurisdiction of formation\nand the law of the Commonwealth.\n\nD. If the Commission finds that the application complies with the requirements\nof law and that all required fees have been paid, it shall issue a certificate\nof registration to transact business in the Commonwealth.\n\nHISTORY: 2002, c. 621; 2004, c. 274; 2008, c. 101; 2021, Sp. Sess. I, c. 487.","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}}