{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1246.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1246.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1246.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1246.html"}],"law_id":80776,"edition_id":1,"section_id":80776,"structure_id":15409,"section_number":"13.1-1246","catch_line":"Voluntary cancellation of certificate of registration","history":"2002, c. 621; 2008, cc. 588, 770; 2009, c. 167; 2012, c. 130; 2013, c. 25.","full_text":"A\n\nA foreign business trust registered to transact business in the Commonwealth may apply to the Commission for a certificate of cancellation to cancel its certificate of registration. The application shall be on a form prescribed and furnished by the Commission, which shall set forth:1\n\nThe name of the foreign business trust and the name of the state or other jurisdiction under whose law it is or was formed, and the identification number issued by the Commission to the business trust;2\n\nIf applicable, that the foreign business trust was a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it was organized and that it was not the surviving entity of the merger;3\n\nThat the foreign business trust is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth;4\n\nThat the foreign business trust revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in the Commonwealth;5\n\nA mailing address to which the clerk of the Commission may mail a copy of any process served on him under subdivision 4; and6\n\nA commitment to notify the clerk of the Commission in the future of any change in the mailing address of the business trust.B\n\nIf the Commission finds that the application complies with the requirements of law and all required fees have been paid, it shall issue a certificate of cancellation canceling the certificate of registration.C\n\nBefore any foreign business trust registered to transact business in the Commonwealth cancels its existence, it shall file with the Commission an application for a certificate of cancellation. Whether or not such application is filed, the cancellation of the existence of such foreign business trust shall not take away or impair any remedy available against such business trust for any right or claim existing or any liability incurred prior to such cancellation. Any such action or proceeding against such foreign business trust may be defended by such business trust in its name. The trustees and beneficial owners shall have power to take such action as shall be appropriate to protect such remedy, right, or claim. The right of a foreign business trust that has canceled its existence to institute and maintain in its name actions, suits, or proceedings in the courts of the Commonwealth shall be governed by the law of the state of its formation.D\n\nService of process on the clerk of the Commission is service of process on a foreign business trust whose certificate of registration has been canceled pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1, and service upon the foreign business trust may be made in any other manner permitted by law.","order_by":null,"text":{"0":{"id":289530,"text":"A foreign business trust registered to transact business in the Commonwealth may apply to the Commission for a certificate of cancellation to cancel its certificate of registration. The application shall be on a form prescribed and furnished by the Commission, which shall set forth:","type":"section","prefixes":["A"],"prefix":"A","entire_prefix":"A","prefix_anchor":"A","level":1,"next_prefix":"A1"},"1":{"id":289531,"text":"The name of the foreign business trust and the name of the state or other jurisdiction under whose law it is or was formed, and the identification number issued by the Commission to the business trust;","type":"section","prefixes":["A","1"],"prefix":"1","entire_prefix":"A1","prefix_anchor":"A1","level":2,"prior_prefix":"A","next_prefix":"A2"},"2":{"id":289532,"text":"If applicable, that the foreign business trust was a party to a merger permitted by the laws of the state or other jurisdiction under whose laws it was organized and that it was not the surviving entity of the merger;","type":"section","prefixes":["A","2"],"prefix":"2","entire_prefix":"A2","prefix_anchor":"A2","level":2,"prior_prefix":"A1","next_prefix":"A3"},"3":{"id":289533,"text":"That the foreign business trust is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth;","type":"section","prefixes":["A","3"],"prefix":"3","entire_prefix":"A3","prefix_anchor":"A3","level":2,"prior_prefix":"A2","next_prefix":"A4"},"4":{"id":289534,"text":"That the foreign business trust revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission as its agent for service of process in any proceeding based on a cause of action arising during the time it was authorized to transact business in the Commonwealth;","type":"section","prefixes":["A","4"],"prefix":"4","entire_prefix":"A4","prefix_anchor":"A4","level":2,"prior_prefix":"A3","next_prefix":"A5"},"5":{"id":289535,"text":"A mailing address to which the clerk of the Commission may mail a copy of any process served on him under subdivision 4; and","type":"section","prefixes":["A","5"],"prefix":"5","entire_prefix":"A5","prefix_anchor":"A5","level":2,"prior_prefix":"A4","next_prefix":"A6"},"6":{"id":289536,"text":"A commitment to notify the clerk of the Commission in the future of any change in the mailing address of the business trust.","type":"section","prefixes":["A","6"],"prefix":"6","entire_prefix":"A6","prefix_anchor":"A6","level":2,"prior_prefix":"A5","next_prefix":"B"},"7":{"id":289537,"text":"If the Commission finds that the application complies with the requirements of law and all required fees have been paid, it shall issue a certificate of cancellation canceling the certificate of registration.","type":"section","prefixes":["B"],"prefix":"B","entire_prefix":"B","prefix_anchor":"B","level":1,"prior_prefix":"A6","next_prefix":"C"},"8":{"id":289538,"text":"Before any foreign business trust registered to transact business in the Commonwealth cancels its existence, it shall file with the Commission an application for a certificate of cancellation. Whether or not such application is filed, the cancellation of the existence of such foreign business trust shall not take away or impair any remedy available against such business trust for any right or claim existing or any liability incurred prior to such cancellation. Any such action or proceeding against such foreign business trust may be defended by such business trust in its name. The trustees and beneficial owners shall have power to take such action as shall be appropriate to protect such remedy, right, or claim. The right of a foreign business trust that has canceled its existence to institute and maintain in its name actions, suits, or proceedings in the courts of the Commonwealth shall be governed by the law of the state of its formation.","type":"section","prefixes":["C"],"prefix":"C","entire_prefix":"C","prefix_anchor":"C","level":1,"prior_prefix":"B","next_prefix":"D"},"9":{"id":289539,"text":"Service of process on the clerk of the Commission is service of process on a foreign business trust whose certificate of registration has been canceled pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1, and service upon the foreign business trust may be made in any other manner permitted by law.","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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1246\/","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 4 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 2008, chapters 588<\/a> and 770<\/a>; in 2009, chapter 167<\/a>; in 2012, chapter 130<\/a>; in 2013, chapter 25<\/a>.<\/p>","references":[{"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\/"},{"id":80217,"section_number":"13.1-1250","catch_line":"Merger of foreign business trust registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1250\/"},{"id":59164,"section_number":"13.1-1250.1","catch_line":"Entity conversion of foreign business trust registered to transact business in Commonwealth","order_by":null,"url":"\/13.1-1250.1\/"}],"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":149477,"object_type":"law","relational_id":80776,"identifier":"13.1-1246","token":"13.1\/14\/9\/13.1-1246","url":"\/13.1-1246\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1246\/","token":"13.1\/14\/9\/13.1-1246","dublin_core":{"Title":"Voluntary cancellation of certificate of registration","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1246","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign business trust<\/span> registered to transact business in the Commonwealth may apply to the Commission<\/span> for a certificate of cancellation to cancel its certificate of registration. The application shall be on a form prescribed and furnished by the Commission<\/span>, which 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 the name of the state or other jurisdiction<\/span> under whose law<\/span> it is or was formed, and the identification number issued by the Commission<\/span> to the business trust; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

2.<\/span> If applicable, that the foreign business trust<\/span> was a party<\/span> to a merger permitted by the laws<\/span> of the state or other jurisdiction<\/span> under whose laws<\/span> it was organized and that it was not the surviving entity<\/span> of the merger; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

3.<\/span> That the foreign business trust<\/span> is not transacting business in the Commonwealth and that it surrenders its registration to transact business in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

4.<\/span> That the foreign business trust<\/span> revokes the authority of its registered agent to accept service on its behalf and appoints the clerk of the Commission<\/span> as its agent for service of process<\/span> in any proceeding based on a cause of action<\/span> arising during the time it was authorized to transact business in the Commonwealth; <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

5.<\/span> A mailing address to which the clerk of the Commission<\/span> may mail a copy of any process served on him under subdivision 4; and <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

6.<\/span> A commitment to notify the clerk of the Commission<\/span> in the future of any change in the mailing address of the business trust. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

B.<\/span> If the Commission<\/span> finds that the application complies with the requirements of law<\/span> and all required fees have been paid, it shall issue<\/span> a certificate of cancellation canceling the certificate of registration. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

C.<\/span> Before any foreign business trust<\/span> registered to transact business in the Commonwealth cancels its existence, it shall file with the Commission<\/span> an application for a certificate of cancellation. Whether or not such application is filed, the cancellation of the existence of such foreign business trust<\/span> shall not take away or impair any remedy available against such business trust for any right or claim existing or any liability incurred prior to such cancellation. Any such action or proceeding against such foreign business trust<\/span> may be defended by such business trust in its name. The trustees<\/span> and beneficial owners<\/span> shall have power to take such action as shall be appropriate to protect such remedy, right, or claim. The right of a foreign business trust<\/span> that has canceled its existence to institute and maintain in its name actions, suits, or proceedings in the courts<\/span> of the Commonwealth shall be governed by the law<\/span> of the state of its formation. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

D.<\/span> Service of process<\/span> on the clerk of the Commission<\/span> is service of process<\/span> on a foreign business trust<\/span> whose certificate of registration has been canceled pursuant to this section. Service upon the clerk shall be made in accordance with § 12.1-19.1<\/a>, and service upon the foreign business trust<\/span> may be made in any other manner permitted by law<\/span>. <\/i><\/a><\/p><\/section>","plain_text":" CODE OF VIRGINIA\n\nVOLUNTARY CANCELLATION OF CERTIFICATE OF REGISTRATION (\u00a7 13.1-1246)\n\nA. A foreign business trust registered to transact business in the Commonwealth\nmay apply to the Commission for a certificate of cancellation to cancel its\ncertificate of registration. The application shall be on a form prescribed and\nfurnished by the Commission, which shall set forth:\n\n 1. The name of the foreign business trust and the name of the state or other\n jurisdiction under whose law it is or was formed, and the identification\n number issued by the Commission to the business trust;\n\n 2. If applicable, that the foreign business trust was a party to a merger\n permitted by the laws of the state or other jurisdiction under whose laws it\n was organized and that it was not the surviving entity of the merger;\n\n 3. That the foreign business trust is not transacting business in the\n Commonwealth and that it surrenders its registration to transact business in\n the Commonwealth;\n\n 4. That the foreign business trust revokes the authority of its registered\n agent to accept service on its behalf and appoints the clerk of the Commission\n as its agent for service of process in any proceeding based on a cause of\n action arising during the time it was authorized to transact business in the\n Commonwealth;\n\n 5. A mailing address to which the clerk of the Commission may mail a copy of\n any process served on him under subdivision 4; and\n\n 6. A commitment to notify the clerk of the Commission in the future of any\n change in the mailing address of the business trust.\n\nB. If the Commission finds that the application complies with the requirements\nof law and all required fees have been paid, it shall issue a certificate of\ncancellation canceling the certificate of registration.\n\nC. Before any foreign business trust registered to transact business in the\nCommonwealth cancels its existence, it shall file with the Commission an\napplication for a certificate of cancellation. Whether or not such application\nis filed, the cancellation of the existence of such foreign business trust shall\nnot take away or impair any remedy available against such business trust for any\nright or claim existing or any liability incurred prior to such cancellation.\nAny such action or proceeding against such foreign business trust may be\ndefended by such business trust in its name. The trustees and beneficial owners\nshall have power to take such action as shall be appropriate to protect such\nremedy, right, or claim. The right of a foreign business trust that has canceled\nits existence to institute and maintain in its name actions, suits, or\nproceedings in the courts of the Commonwealth shall be governed by the law of\nthe state of its formation.\n\nD. Service of process on the clerk of the Commission is service of process on a\nforeign business trust whose certificate of registration has been canceled\npursuant to this section. Service upon the clerk shall be made in accordance\nwith § 12.1-19.1, and service upon the foreign business trust may be made\nin any other manner permitted by law.\n\nHISTORY: 2002, c. 621; 2008, cc. 588, 770; 2009, c. 167; 2012, c. 130; 2013, c.\n25.","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}}