{"formats":[{"name":"JSON","format":"json","url":"\/downloads\/2025\/code-json\/13.1-1247.json"},{"name":"Plain Text","format":"text","url":"\/downloads\/2025\/code-text\/13.1-1247.txt"},{"name":"XML","format":"xml","url":"\/downloads\/2025\/code-xml\/13.1-1247.xml"},{"name":"HTML","format":"html","url":"\/downloads\/2025\/code-html\/13.1-1247.html"}],"law_id":64625,"edition_id":1,"section_id":64625,"structure_id":15409,"section_number":"13.1-1247","catch_line":"Transaction of business without registration; civil penalty","history":"2002, c. 621; 2008, c. 523; 2013, c. 25.","full_text":"A\n\nA foreign business trust transacting business in the Commonwealth shall 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 business trust 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 business trust or its successor has registered in the Commonwealth.C\n\nThe failure of a foreign business trust to register in the Commonwealth shall not impair the validity of any contract or act of the foreign business trust or prevent the foreign business trust from defending any action, suit, or proceeding in any court of the Commonwealth.D\n\nIf a foreign business trust transacts business in the Commonwealth without a certificate of registration, each trustee, officer or employee of the business trust who does any such business in the Commonwealth knowing that a certificate of authority is required and has not been obtained shall be liable for a civil penalty of not less than $500 and not more than $5,000, which may be imposed by the Commission or by any court in the Commonwealth before which an action against the business trust may lie, after the business trust and the individual have been given notice and an opportunity to be heard. Civil penalties paid pursuant to this chapter shall be deposited to the credit of the Literary Fund.E\n\nSuits, actions, and proceedings may be initiated against a foreign business trust that transacts business in the Commonwealth without a certificate of registration by serving process on any trustee, officer, or agent of the business trust doing such business, or, if none can be found, on the clerk of the Commission or on the business trust in any other manner permitted by law. If any foreign business trust 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":235197,"text":"A foreign business trust transacting business in the Commonwealth shall 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":235198,"text":"The successor to a foreign business trust 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 business trust 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":235199,"text":"The failure of a foreign business trust to register in the Commonwealth shall not impair the validity of any contract or act of the foreign business trust or prevent the foreign business trust 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":235200,"text":"If a foreign business trust transacts business in the Commonwealth without a certificate of registration, each trustee, officer or employee of the business trust who does any such business in the Commonwealth knowing that a certificate of authority is required and has not been obtained shall be liable for a civil penalty of not less than $500 and not more than $5,000, which may be imposed by the Commission or by any court in the Commonwealth before which an action against the business trust may lie, after the business trust and the individual have been given notice and an opportunity to be heard. Civil penalties paid pursuant to this chapter shall be deposited to the credit of the Literary Fund.","type":"section","prefixes":["D"],"prefix":"D","entire_prefix":"D","prefix_anchor":"D","level":1,"prior_prefix":"C","next_prefix":"E"},"4":{"id":235201,"text":"Suits, actions, and proceedings may be initiated against a foreign business trust that transacts business in the Commonwealth without a certificate of registration by serving process on any trustee, officer, or agent of the business trust doing such business, or, if none can be found, on the clerk of the Commission or on the business trust in any other manner permitted by law. If any foreign business trust 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":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":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},"next_section":{"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},"metadata":false,"official_url":"https:\/\/law.lis.virginia.gov\/vacode\/13.1-1247\/","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 2008, chapter 523<\/a>; in 2013, chapter 25<\/a>.<\/p>","references":[{"id":57093,"section_number":"8.01-304.1","catch_line":"How process served on a business trust","order_by":null,"url":"\/8.01-304.1\/"}],"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":149493,"object_type":"law","relational_id":64625,"identifier":"13.1-1247","token":"13.1\/14\/9\/13.1-1247","url":"\/13.1-1247\/","edition_id":1,"permalink":0,"preferred":1},"url":"\/13.1-1247\/","token":"13.1\/14\/9\/13.1-1247","dublin_core":{"Title":"Transaction of business without registration; civil penalty","Type":"Text","Format":"text\/html","Identifier":"\u00a7 13.1-1247","Relation":"Code of Virginia"},"html":"\n\t\t\t\t\t\t

A.<\/span> A foreign business trust<\/span> transacting business in the Commonwealth shall 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 business trust<\/span> that transacted business in the Commonwealth without registering in the Commonwealth and the assignee 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 business trust<\/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 business trust<\/span> to register in the Commonwealth shall not impair the validity of any contract<\/span> or act of the foreign business trust<\/span> or prevent the foreign business trust<\/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 business trust<\/span> transacts business in the Commonwealth without a certificate of registration, each trustee<\/span>, officer or employee of the business trust who does any such business in the Commonwealth knowing that a certificate of authority is required and has not been obtained shall be liable for a civil penalty<\/span> of not less than $500 and not more than $5,000, which may be imposed by the Commission<\/span> or by any court<\/span> in the Commonwealth before which an action against the business trust may lie, after the business trust and the individual have been given notice and an opportunity to be heard. Civil penalties paid pursuant to this chapter shall be deposited to the credit of the Literary Fund. <\/i><\/a><\/p><\/section>\n\t\t\t\t\t\t

E.<\/span> Suits, actions, and proceedings may be initiated against a foreign business trust<\/span> that transacts business in the Commonwealth without a certificate of registration by serving process on any trustee<\/span>, officer, or agent of the business trust doing such business, or, if none can be found, on the clerk of the Commission<\/span> or on the business trust in any other manner permitted by law<\/span>. If any foreign business trust<\/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; CIVIL PENALTY (\u00a7 13.1-1247)\n\nA. A foreign business trust transacting business in the Commonwealth shall not\nmaintain any action, suit, or proceeding in any court of the Commonwealth until\nit has registered in the Commonwealth.\n\nB. The successor to a foreign business trust that transacted business in the\nCommonwealth without registering in the Commonwealth and the assignee of a cause\nof action arising out of that business may not maintain a proceeding based on\nthat cause of action in any court in the Commonwealth until the foreign business\ntrust or its successor has registered in the Commonwealth.\n\nC. The failure of a foreign business trust to register in the Commonwealth shall\nnot impair the validity of any contract or act of the foreign business trust or\nprevent the foreign business trust from defending any action, suit, or\nproceeding in any court of the Commonwealth.\n\nD. If a foreign business trust transacts business in the Commonwealth without a\ncertificate of registration, each trustee, officer or employee of the business\ntrust who does any such business in the Commonwealth knowing that a certificate\nof authority is required and has not been obtained shall be liable for a civil\npenalty of not less than $500 and not more than $5,000, which may be imposed by\nthe Commission or by any court in the Commonwealth before which an action\nagainst the business trust may lie, after the business trust and the individual\nhave been given notice and an opportunity to be heard. Civil penalties paid\npursuant to this chapter shall be deposited to the credit of the Literary Fund.\n\nE. Suits, actions, and proceedings may be initiated against a foreign business\ntrust that transacts business in the Commonwealth without a certificate of\nregistration by serving process on any trustee, officer, or agent of the\nbusiness trust doing such business, or, if none can be found, on the clerk of\nthe Commission or on the business trust in any other manner permitted by law. If\nany foreign business trust transacts business in the Commonwealth without a\ncertificate of registration, it shall by transacting such business be deemed to\nhave thereby appointed the clerk of the Commission its agent for service of\nprocess. Service upon the clerk shall be made in accordance with §\n12.1-19.1.\n\nHISTORY: 2002, c. 621; 2008, c. 523; 2013, c. 25.","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}}